Into the Omniverse
by enCRYPTion5461
Summary: From death to being pulled from limbo by Prof. Paradox of all people, Barry Jonathan was placed in the world of Ben10 on the night that the Omnitrix landed on earth near Ben-or rather Jen much to his complete shock. With danger all around him will he continue to try and fix the timeline like Paradox asked or will he choose to go back home overtime? Rated T and Female Ben.
1. Something's Not Right Here

_**This story drew inspirations from 'The Night I Became Ben 10' by DriveMaxUltraDynamoZord but without the MC/OC getting the Omnitrix, no that belonged to Ben-or rather Jen in this due to it being an GB Ben, inspiration from 'Gender Misconception' by KlonoaDreams.**_

 _ **Chapter 01: Something's Not Right Here**_

' _What is Death?_

 _Is it the end or just another beginning?_

 _Why am I asking these questions?_

 _Well it's probably because I'm dead._

 _No not figuratively, I mean dead literally. I'm six feet under. I bit the bullet. Gave my last hurrah. That type of dead._

 _All because of an asshole that ran a red light while was about to turn on my street to get home._

 _Sixteen years old and I'm already dead just like that. No warning, no time to realize what was about to happen._

 _I guess I should explain a bit more than that. My name is Barry. Barry Jonathan, I have blonde hair and hazel eyes-why am I describing myself?_ '

"I must be losing it." Barry muttered under his breath.

Seriously, how long has he been here? Days? Weeks?

"Time always seems different in limbo doesn't it?" A voice spoke up making Barry chuckle.

"I guess so-," Barry paused, now realizing he wasn't alone and slowly turned to see a dark haired man in a white lab coat, an orange suit on underneath it and black pants, a pair of goggles hanging from his neck. "Wha?"

"Gumball?" The man offered holding a blue one out.

A bit stupefied, Barry gave a hesitant nod accepting the mentioned candy before it clicked. "Wait I've seen you before."

"Indeed you have Barry, although this isn't my first time meeting you but then time has always been strange like that," The Professor said taking a pocket watch out to look at it. "Come on, we must remain on schedule."

Barry blinked and ran after the man who was walking, although it felt like they were going nowhere with the footsteps echoing.

"You're from that Cartoon that I watched as a kid," Barry said wracking his brain to try and remember what it was called. "The one with the alien watch."

"Ben 10?" The man offered earning a grateful grin from Barry.

"That's the one, huh wow this is a very weird hallucination."

"I can assure you Barry that this is very real." The man told him.

"Or it's my mind giving me something to cope with my death," Barry didn't look like he believed the man. "I mean come on you can't exist. There's no way you're the real Professor Paradox."

"Maybe not in your reality but in mine I do as well as other realities Barry." Professor Paradox didn't look offended at all by Barry's lack of belief.

"Alright say that you are real, why are you here?" Barry asked still doubtful but he was playing along. "Are you here to lead me to the afterlife or something?"

"Nope, I need someone to go back in time for me because of a few changes." Paradox said throwing Barry through a loop. "Let me explain, you weren't supposed to die."

"... What?"

"Do you know the theories of time travel? How sometimes a small change can have a monumental effect?"

"Like time fighting back with the change?" Barry asked with a raised brow, earning a nod. "Alright but what did you mean that I wasn't supposed to die?"

"There's been a big change in many of the timelines in the multiverse and somehow they reached your world affecting it on a large level," Paradox explained before he checked his watch. "We really don't have much time."

Barry went to ask something else when Paradox held up his hand. "I can't ask Benjamin because if I send him to this timeline with the way the fabrics of time is now it would make matters worse, you on the other hand can go there without affecting the fabric of reality because you don't exist in any of these timelines," Paradox explained to the young man. "Your death as tragic as you think it is was what allowed for us to have this meeting."

"I think I'm starting to get a headache from all of this," Barry deadpanned earning a shrug. "Alright if this really isn't some hallucination I'm dreaming up, you need me to go help you with something in the past?"

"Precisely Barry." Paradox had a smile that he got it. "You're to fix the damage done in the timeline by helping the Tennysons through their trials when the Omnitrix lands on Earth by sticking with them."

"Stick with them-?" Barry blinked at that. "Uh Professor there's a problem with what you're suggesting, you want me a sixteen year old to force his way into a summer trip with an old man and his two ten year old grandchildren? I'm pretty sure I'm more likely to get the cops called on me than invited."

"I suppose you're right." Paradox mused before pressing a button on his watch, making Barry stumble, his vision clouding a bit while pain seared through him. "There you go, now it won't be a problem."

"What are you-?" Barry stopped at hearing his voice, it was extremely different and that was before he noticed that Paradox was taller than him.

"You had a point Barry, you couldn't do what I needed you to do the way you were," Paradox explained to the now ten year old Barry who had baby fat on his cheeks, wearing a red t-shirt and blue shorts. "This way you'll blend in a lot easier."

"This is weird." Barry muttered looking himself over before scratching his chin a bit relieved to not have any facial hair, he hated shaving.

"Do you still have that gumball?" Paradox asked bringing Barry back to the conversation as he held it out. "Good, while I have high hopes for you to do this that gumball will be your way back to your reality if you choose so, alive and well a good five minutes before the accident giving you a chance to avoid it but without remembering anything that you experienced here and the world I'll be sending you to."

Barry looked from Paradox to the gumball before frowning. "Any particular reason why it's blue?"

"I figured you would enjoy the reference." Paradox said with a straight face.

Barry looked back at the gumball a little hesitant.

Truthfully this was way too weird for him and he was tempted to just eat this if what Paradox said was true and return to his life where he knew what was going on.

In the end he just pocketed the gumball, thinking that if he could use that at any time he might as well see how this goes first and see just what he might be getting into.

A flash of light blinded Barry before he was in a forest with the sun down, Professor Paradox next to him.

"Here we are on the night the Omnitrix lands on Earth, we're five minutes from the crash site," Paradox explained with Barry sneezing his allergies kicking in a bit from the different climate. "Gesundheit."

"Thanks." Barry sniffled, rubbing his nose about to take off before Paradox placed a hand on his shoulder, keeping him in place.

"Barry what you're doing you cannot let anyone know the truth of who you are and where you come from as of yet," Paradox explained in a very serious tone to him. "Not only would it help unravel the timeline at a faster rate if you reveal yourself too soon but you would be in constant danger for the knowledge that you possess."

Barry gulped at hearing that.

Paradox was right, even if he didn't exactly remember much of this show due to it being what, six years since he watched it? But he remembered some stuff and knew that any information he had was crucial.

"Ah right on schedule." Paradox left with another flash of light.

Barry shook his head right as a streak shot across the sky, landing in the forest with a loud noise. "There's the Omnitrix." Barry muttered heading towards it.

While he was walking, Barry paused and wondered what would happen if he got there before Ben?

Barry briefly toyed with the idea about grabbing the Omnitrix before he shook his head a bit ashamed of what he was thinking.

While the idea of having something like that was cool he wasn't going to take something like that away from Ben.

Besides, he was pretty sure if he had the watch the entire world would be doomed.

' _Wait didn't it crashland in front of Ben-?_ ' Barry's thoughts were cut off at hearing screaming 'get it off'. ' _There we go._ '

Barry stopped at coming out of the trees to the crater to see someone jamming a stick underneath the watch they were wearing trying to get it off, dressed in a white shirt with a black stripe down the middle, brown hair, green eyes and a green skirt-... Wait what?

Right in front of him looked like a girl version of Ben Tennyson who turned towards him at hearing Barry step on a stick, coming out of the trees.

' _Okay I know I haven't seen the show in awhile but I'm pretty sure Ben was a boy._ ' Barry had a confused look on his face before the female Ben spoke.

"You alright dude?" She asked a little unnerved by how he was staring.

"Uh sorry, I just wasn't expecting for anyone to be out here like this before I heard yelling," Barry quickly lied, rubbing the back of his head a bit, trying to comprehend what he was seeing, giving a nervous laugh while wondering if Paradox somehow knew about this and didn't feel like telling him. "So I'm Barry."

"Jen," The now introduced Jen said getting back to trying to get the Omnitrix off before the stick broke. "Aw-man."

"What's wrong?" Barry slowly walked over to look at the Omnitrix.

"Just trying to get this thing off, it latched onto me." Jen complained pressing a button causing for the face plate to go up, a silhouette on it. "Whoa, cool."

"Um are you sure you should be messing with that?" Barry asked seeing the silhouette and he suddenly remembered what happened, making him back up. "You did say it latched itself onto you right?"

"How can I not mess with it?" Jen asked rhetorically pressing down on the faceplate.

Barry flinched at the flash of green light that blinded him before feeling heat.

Blinking to try and fix his eyesight he blanched at seeing a tall fiery being with a slender build, the faceplate of the Omnitrix now white on her chest.

Jen looked at her hands before screaming. "I'm on fire! I'm on fire!" She began to run-straight for Barry who understandably freaked out.

"Don't run towards me!" Barry screamed now running from the pyro girl.

He's been burned before working at a restaurant, he doesn't need something like that now and it wasn't exactly helping with his Pyrophobia at the moment.

Thankfully, Jen was quick to calm down despite that when she realized something. "Hey, I'm on fire and I'm okay," She said a smirk coming across her flame face. "Check it out, I'm totally hot."

Barry felt his eye twitch at the pun before his eyes widened when Jen's smirk got bigger and she shot a fireball from her finger to blast a branch off. "Are you crazy?!" Barry shouted making Jen jump as she forgot he was there in her small moment of fun. "You're going to cause a forest fire!"

"Oh right," Jen looked a little sheepish and thankfully the blast on the branch didn't spread much fire so it was easy to put out with Barry stomping on it with some prejudice. "Man I would've been so busted if that happened."

"You're on fire and you're worried about being busted?" Barry asked a raised brow at her.

Jen for her credit just shrugged before she blinked. "Uh how do I change back?" She asked now thinking about that.

"Well you changed into that… Heatb-...Girl-thing," Barry nearly slipped up on calling her Heatblast. "So in theory you must be able to change back."

Jen nodded, seeing how that made sense. "Uh power off?" She tried looking at her hands. "Fire bad? … Flame off?"

That last one just made Barry stare as he wondered briefly if they had Marvel comics here before Jen gave a yell of frustration.

"Change me back," Jen snapped at the symbol on her chest. "As cool as this is I don't want to be fire girl forever!"

' _Wait._ ' Barry looked at the dial confusing Jen.

"Hey you pressed that to change, can you press it again to change back?" Barry asked remembering that from Alien Force, but he didn't know if it would work for Jen this early.

Willing to try anything to turn back, Jen slapped the symbol only for nothing to happen.

"There went that theory." Barry muttered, leaving Jen to sit down, cross legged in the dirt so she wouldn't burn anything. "We might need some help-."

"Grandpa!" Jen exclaimed hopefully and took off, confusing Barry before his eyes widened.

"Wait Jen!" Barry ran after her cursing his age as his legs were too short to keep up with her as Heatblast. "How are you going to explain this?!"

Maybe he should've let the forest fire happened as it just got the explanation out of the way when Gwen and Max Tennyson fixed it-.

Barry just had the slight fear of Gwen and Max being as different as Jen was before remembering that she yelled 'Grandpa'.

* * *

Gwendolyn Tennyson, a ten year old girl with ginger hair wearing a blue shirt and white shorts was bored while typing on her laptop with Grandpa inside of the RV.

She had her whole summer planned out for a different activity on a day before her Grandfather told her parents that going on a summer trip with him and her tomboyish cousin would be a good idea.

Don't get her wrong, Gwen loves Grandpa Max but this was just pushing it-.

"Grandpa!" Gwen looked up at the voice finding it a little familiar only to see something that was on fire burst into the clearing, making her scream.

That scream brought Maxwell Tennyson, a man in his early forties in a red vacation shirt and tan pants. "Gwen? What's-." He stopped wide-eyed at the fire being. ' _A Pyronite? Here?!_ '

"Stay back!" Gwen warned the Pyronite who raised her hands in defense before giving a start at her hands, seemingly forgetting she was on fire when she ran in. "I'm warning you-."

"Don't even try it freak," Jen warned her and the way she said it caused for Gwen to pause.

"J-Jen?" Gwen asked earning a nod. "How did you-?"

That was when Barry burst through the woods surprising Gwen and Max with him panting like crazy, stumbling while holding his side. "Oh man I am way out of shape," He wheezed before coming to a stop right next to Jen, hands on his knees. "Y-You run way too fast Jen!"

"Oh sorry Barry." Jen apologized feeling a little bad that she forgot him back there in her panic and went to give a pat on his back despite Max's warning, catching his shirt on fire.

"Gyah!" Barry panicked dropping to the ground, rolling around to try and get the fire out.

Jen gave a weak chuckle at that, taking a few steps back from everyone to avoid any more mishaps.

Once the fire was out, everyone was gathered around a campfire, Gwen holding a bag of marshmallows that she tossed to Jen, her touch frying them.

"And you say that this watch just jumped up and clamped onto your wrist?" Max asked making sure he heard correctly.

"Hey this time it wasn't my fault," Jen protested eating the marshmallow. "I swear."

"I believe you Jen," Max reassured his granddaughter before looking at Barry who kept quiet throughout the conversation. "And you are?"

"Barry, I met B-Jen in the woods right before she became this fire-thing although I missed the watch clamping on her," Barry explained looking a little nervous, he really had to be careful in how he talked here. "When she changed I was trying to help her change back."

He didn't mention anything about the near forest fire and he saw Jen give a sigh of relief at that.

"That was nice of you," Max said giving a smile to the young boy. "But where are your parents?"

"I-... I don't know," Barry looked down trying to find something to say before deciding on something. "I just woke up in the forest only remembering my name."

"Wait, you have amnesia?" Gwen asked in surprise while Barry gave a nod feeling a little sick at lying like this but it wasn't like he could just say 'Hey I came from another world where you guys are a cartoon-oh and Jen is a boy in that cartoon.'

"That doesn't sound good." Max said a bit carefully thinking that either Barry was telling the truth or he ran away from home and neither of them seem like good situations.

"So does anyone have an idea on how to change Jen back?" Barry asked changing the conversation back to Jen who looked at her hands.

"Yeah is she going to stay a monster forever?" Gwen asked only for Max to input.

"She's not a monster, she's an alien."

Both Jen and Gwen stared at Max who realized his slip-up before Barry spoke up. "Makes sense, Jen you said that came from the sky?" He asked earning a nod from Jen.

"Yeah when it crashed right in fr-." Jen stopped when a beeping could be heard and the symbol on her chest began to glow red with each beep.

A second later and a flash of blinding red light making Barry grumble in annoyance, Jen was back to normal as she smiled. "Alright, I"m me again!"

"Aw too bad, I liked you better when you were a burkett." Gwen muttered holding the marshmallow.

"Huh so it's a timed feature? Nice." Barry spoke up adding his two cents in while stating the obvious before seeing Jen trying to get it off again. "That's how you became Heatblast in the first place who knows what else will happen if you mess with that!"

"He's right Jen, you better not fool with it anymore until we know exactly what we're dealing with," Max said picking up a flashlight. "I'll go check out the crash sight, you three stay here until I get back."

As Max walked off, Jen realized something. "Wait did you just call fire me 'Heatblast'?" She asked making Barry tense.

' _Oh great I did slip up._ ' He thought a bit panicked.

"Well I couldn't keep calling it fire girl so I figured why not?" Barry laughed a bit nervously hoping that he wouldn't mess anything else up. "I'm guessing you don't like it?"

"No the name's cool." Jen looked at the Omnitrix with a grin that scared Barry.

' _Maybe I should take the blue gumball home._ ' Barry thought, his face falling as he repeated those words in his head. ' _Does the fact that I thought that like normal make me crazy?_ '

"Jen." Gwen's voice had a warning tone to it when her cousin began to twist the dial.

"What? You can't tell me that you're not curious in what else this thing can do." Jen commented biting it now. "Come on Barry back me up."

"Uh I'm staying out of this." Barry said placing his hands up.

"I'm not curious at all." Gwen said looking away to hide her face at the lie.

Jen however stared at Gwen in disbelief. "You sure you're related to me?" She then shook her head. "But if I can figure this thing out I think I might be able to help people."

"What like a superhero?" Gwen asked in disbelief. "I think those comics rattled your brain."

"You're just jealous." Jen said not caring, a grin on her face.

"Uh Jen you I've only just met you but I think you're more the type to rush head on without thinking things through fully." Barry tried to be tactful and ended up coming out blunt.

"Hey that's not true," Jen protested, ignoring the cough from Gwen who agreed with Barry. "Name one time-."

"When you wanted to test your fireball in the woods," Barry deadpanned earning a wince from Jen while Gwen looked a bit scandalized. "Then you ran straight here without thinking on how to explain your fiery situation-in fact I'm amazed it went well considering."

"Hold up, go back to that part about the fireball." Gwen looked between the two.

Barry sighed. "I'm not saying don't help people if you want to more power to you, but just be sure to think before you act," He said making Jen look down before giving a grin when the faceplate went up, showing it was turned on. "Oh crap."

"Hey I figured out how to do it," Jen turned the dial to see other forms. "Should I try it again, just once?"

"I wouldn't." Gwen tried to say earning a scoff.

"No duh you wouldn't."

"Jen wait-." Barry tried only to be blinded by the green light again. "What's with these flashes of light?!"

Shaking his head he could see Wildmutt standing there, not really looking that much different really with Jen giving a small growl.

"Ew this thing is even uglier than you are normally." Gwen commented at seeing the slobber going down Jen's. "Put a flea collar on this mutt."

Jen didn't like that joke and growled at her.

"Gwen I think you shouldn't antagonize the dog-like alien that's taller than we are." Barry said despite knowing that Jen wouldn't really do anything too bad.

"And no eyes?" Gwen asked not really listening while she waved a hand in front of Jen's face. "What good is this one if it can't even see-?"

Gwen went silent looking from Jen to the marshmallow on a stick she had before a smirk came across her face.

Barry said nothing and took a step back, intent on watching this considering he did warn Gwen earlier.

He wasn't disappointed when Jen jumped right as Gwen swung to smack her in the butt with the stick, her cousin landing on the RV with a grin, no doubt her other senses picked up on Gwen falling over.

"Okay so maybe it's not a total loser."

"Quite the Wild-Mutt isn't she?" Barry quipped a grin on his face, trying not to laugh, but Gwen saw it and gave a glare before Jen landed right in front of her.

"Ugh, two words." Gwen coughed, pinching her nose. "Breath mints."

Jen's response was to kick dirt at Gwen before running off.

"And there she goes without thinking again." Barry deadpanned, not chasing after her this time.

Gwen however yelled after her. "Jen?! Get back here! I'm going to tell Grandpa that you went swinging around in the forest as a giant animal thing when he told you not to!"

Barry looked at her, a bit surprised that she said that in one breath while she processed what she just said.

"This is turning into a majorly weird day." Gwen muttered about to take off before looking at Barry. "Stay here just in case Grandpa comes back."

Barry blinked but she was gone before he could say anything. "Oh great, leave me with the explanation," He muttered, not seeing Max walking up behind him. "What am I supposed to tell him? That Jen turned into some ape-dog thing and went Tarzan on us?"

"Jen did what?" Max asked eliciting a scream from Barry who jumped a foot into the air, stumbling a bit when he landed and turned to see Max have a frown on his face.

"E-Exactly what I said?" Barry tried nervously.

* * *

It took a good twenty minutes before Jen and Gwen came back to the RV where Max began to lecture Jen on what happened after hearing on how she was attacked by two flying robots.

"I figured you would get popular with that thing on your wrist, that's why I told you not to mess around with it until we knew what the heck it is." Max said with both Jen and Gwen sitting at the small table while Barry felt a bit awkward, sitting in one of the chairs.

"Sorry Grandpa," Jen muttered looking down before smiling. "But at least I figured out how to make it work. All you have to do is press this button, then you just have to twist the top to the guy you want to be, slam it down and blammo you're one of ten super-cool aliens. So far I got Heatblast and-hey Barry what was it you called me as the dog earlier? A Wildmutt?"

Barry coughed a bit at the attention being on him. ' _At this rate I might not last until I'm not needed._ ' He thought, giving a nod.

"What about staying an alien dude and not transforming back into pizza face?" Gwen taunted with a smirk, clearly remembering how she saved Jen's hide from the second robot when she changed back to normal.

"I kind of haven't figured that part out yet." Jen muttered a bit down.

"Maybe you should have someone count how long you're in a form if you ever use it again?" Barry suggested with a smirk. "Try and find what the time limit is if it's running on one?"

"He's right and with a device as powerful as that clamped onto you we better help you learn fast." Max suggested surprising the girls before Jen gave a cheer.

Jen's good mood was short-lived when the radio they had inside of the RV went off. " _ **Mayday! Mayday! Send help, we're under attack by some sort of-I know you're not going to believe me but a robot!**_ "

"Oh that's not good." Barry said a bit fearfully.

"That sounds a lot like the thing that attacked me," Jen realized looking at the Omnitrix. "Those people are in trouble because of me."

Max raised a brow when Jen stood up.

"I think I can help them."

"Uh you?" Gwen looked at her in disbelief. "And what are you going to do about it Tennyson?"

Barry coughed, getting her attention. "Did you forget about the alien watch on her wrist?" He asked pointing to it while Jen smirked.

"Come on." Max said to the three of them.

It didn't take long for them to hear the panicked sounds as they ran before Max gave Jen the signal she needed to mess with the Omnitrix.

This time Barry closed his eyes as she changed into the Petrosapien, it looked the same as from the first season, with green diamond-like skin in a suit that was black on the left while white on the right, four diamond spikes sticking out the back, the only difference beside being skinnier was that Jen was… Developed in the chest area.

Barry was extremely grateful that he didn't have to deal with hormones at his age right now, shaking his head at the majorly weird thought when Gwen spoke. "So what does this one do?"

"Don't know but it'll be cool," Jen commented with a deeper, feminine voice feeling the strength in this form and just had a feeling that it was the right one for the job before she gave Barry a look. "Got a name in your head for this one?"

' _Did I really set myself up to name all of her forms?_ ' Barry thought with a deadpanned look before sighing. "I dunno, Diamondhead or something?"

Jen grinned. "I like it," She clenched her fists. "Time to show why Diamonds are a girl's best friend."

"Did she really just say that?" Barry asked while they ran out to see the giant red and orange robot firing lasers at the cars where people were fleeing from the carnage and destruction in fear for their lives. "I think I might need a new pair of shorts."

"Look's like Papa Robot this time," Diamondhead commented with a wide-eyed look. "I'll get gear head's attention, you guys focus on getting people out of here."

Barry had no problem with that as he was rightfully scared out of his mind.

Max agreed with Jen's plan as well, motioning for Gwen and Barry to follow him.

"Hey be careful doofus." Gwen said looking at her cousin with some worry.

They may not get along but she didn't want her to get hurt.

"Don't worry dweeb I'll be fine," Diamondhead promised with a grin before running out right as the giant robot picked up a park ranger. "Hey leave him alone! You want someone to pick on? Try me."

The robot paused, clearly hearing her and turned to see her, it's optics zooming in on the Omnitrix faceplate on her chest. Acquiring its target, the robot dropped the Park Ranger onto the hood of a jeep before it raised up a hand and blasted Diamondhead back with a laser.

"Oh that has to sting." Barry muttered helping a little six year old girl along with her four year old brother while Max was getting their parents out from their wrecked car, really it was amazing they were alive at this point.

"Think she can handle it?" Gwen asked with a baby trying to find the parents, a worried look towards the truck that exploded when Diamondhead slammed into it.

"At this point I think she's the only one who can." Barry said with Gwen nodding in agreement. ' _And the last thing she needs is us distracting her._ '

He just hoped Jen figured out how to beat the robot quickly.

Diamondhead meanwhile stabbed through what was left of the vehicle with her arm that was now a crystal blade, amazed that she survived. "I'm so glad I chose this form," She muttered looking at her sword arm. "Cool."

Hearing stomps, Diamondhead's focus was immediately shifted to where the Giant Robot was approaching her and she gained an idea.

' _If I'm strong enough to slice through that car so easily I might be able to do the same to you._ ' With that thought Diamondhead ran right at the robot and swung her blade arm, but the robot jumped and spun it's legs before crashing down right into her. ' _Oh I'm definitely going to feel that._ '

The robot had her pinned right now. "I think I might be in trouble." Diamondhead muttered worried about the situation where she might not be able to win and that's not counting how much time she had before the watch timed out on her.

"What is going on here?" The Park Ranger asked in disbelief when Max helped him off the roof of the jeep after Gwen and Barry found the parents of the kids.

"You'd probably wouldn't believe me if I told you." Gwen told him while Barry shook his head.

"Even seeing it I don't believe it." Barry muttered, still not sure if he was really here or if he was just cooking up one hell of a story to cope with his death.

"Now come on." Gwen said taking off, the Park Ranger hesitated for a bit but after nearly being flattened by a flying Diamondhead he didn't waste anymore time.

That was just about everyone out of the park, leaving for Gwen to turn back towards the fight right as a nearby tree was hit and sent falling towards Gwen.

Eyes widening, Barry tried to pull on Gwen's arm to get her to move with how frozen she was before Diamondhead got in front of them, a large crystal forming from her back to slice the tree in half leaving a stunned Gwen while Barry looked ready to have a heart attack.

"So we even?" Diamondhead asked earning a nod from Gwen.

"Even."

Barry blinked. "Well I owe you now." He realized before a mechanical hand grabbed Diamondhead who barely had time to let out an 'Uh-oh' before she was pulled back where the Robot grabbed her left arm.

Not liking that, Diamondhead repeated what she felt when she hit the truck earlier and her arm became a blade, slicing clean through the robot hand.

The robot just looked at it's destroyed arm before it used it's remaining arm to blast Diamondhead right into the restrooms on the campsite.

"Yeah, he's angry." Diamondhead muttered pushing herself up with the buildings in flames. "How do those superhero comics make this look easy?"

Turning both of her arms into blades right as another laser slammed into her, this time she struggled to hold her ground, barely noticing how a part of the beam bounced off and almost hit the others, the surprise of the discovery sending her back a bit.

' _So I can rebound the attacks?_ ' Diamondhead thought before remembering something Barry said before all this craziness began.

' _Think before you act._ '

This whole time she's just been reacting. That was all she's been doing ever since finding the watch and just running in hasn't been doing any good, especially with the limited time she has.

"I got it now," Diamondhead ran out and began to mock the robot. "Is that the best you've got tin can? Come on burn on right here."

"Is she out of her mind?!" Max questioned in horror. "Get out of there!"

"Jen!" Gwen called out while the robot aimed it's arm at Diamondhead.

Barry kept quiet with a relieved look. She had this.

Diamondhead slid back when the beam hit, putting up her hands in time with them forming together, the beam beginning to rebound. "What goes around, comes around Robotnik." She taunted the beam slicing right through the middle of the robot.

The beam stopped immediately before the robot exploded from the attack, leaving Diamondhead to stand there some of the flames giving her crystal skin a sparkled look.

"Way to go Diamondhead!" Barry called out right before Max could call out her name even if he would catch himself in time.

Diamondhead then did something that caused the three to groan. "Oh yeah who's bad?" He jumped into the air and landed with a bit of a thud before realizing the problem. "Well I think my work here is done."

' _Yeah I think she just lost all points of badassery in three seconds._ ' Barry thought with him sneaking off with the others.

* * *

Needless to say after that whole mess, everyone was tired and went to bed inside of the RV due to how they never got the tent set up.

Seeing her cousin Gwen asleep along with Grandpa Max snoring, Jen sat up and looked at the Omnitrix before seeing the sleeping form of Barry.

"Barry you awake?" Jen whispered, earning no answer causing for her to sigh. "Hey I just want to say thanks, for the advice you gave me earlier, it really helped in the long run. You're a pretty cool dude, most people would've ran away screaming the second I changed into Heatblast."

Jen went silent remembering how Barry said he had amnesia before smiling.

"I think you should stick with us, we're going across the country we're bound to find someone who knows you, maybe we'll fix your amnesia?"

Giving a yawn, Jen figured she probably talked long enough.

"Well goodnight, and thanks again."

Unknown to her, Barry was awake and heard the whole thing, a look of guilt on his face due to how she basically offered to help with his 'amnesia' when it was just a cover for why he was really here.

* * *

Barry couldn't believe it when he woke up the next morning still there while Max and Gwen were packing up from the camp.

Looking towards them, Barry sighed and dug into his pocket where the gumball was and looked at it.

He was extremely tired from what happened-and he didn't even do any fighting-too many close calls hell how did Jen not freeze up during the fight?

' _It's probably better for me to go back to my world._ ' Barry thought looking at it, Jen's one-sided conversation from the other night fresh in his mind before hearing his name being called.

Quickly pocketing the gumball, Barry ran out to see Max looking around. "Have you seen Jen?"

"Nope." Barry lied, knowing fully well what she was doing-if it was the same here.

A sonic boom could be heard as a black and blue blur could be heard before it came to a stop to show Jen as a semi-armored Velociraptor with some type of helmet.

"Jen?" Max asked, not sure about this one.

The visor slid up to show Jen's face that had a wide grin. "Yup, check this out."

With that she took off running, the visor sliding down first and in a few seconds everything was in the RV right when she changed back, brushing dirt off of her knees with a smile on her face.

"I think this is going to be the best summer ever."

"Absolutely." Max had an amused grin while Gwen looked unsure.

"It's definitely going to be interesting."

It got a bit awkward before Barry sighed.

He might as well say goodbye. "Well last night was pretty crazy," Barry said rubbing the back of his head. "I hope you guys have fun."

"What are you talking about, you're coming to right Grandpa?" Jen looked from Barry to her Grandpa who cupped his chin in thought.

"Grandpa I don't think I can watch Jen by myself this whole summer." Gwen said a bit nervous about the idea of doing so considering what Jen can do now.

Max gave a chuckle. "Come on." He said surprising Barry.

While he knew it might be better to just bring Barry to a police station and hope they find his parents he wasn't blind to see how Jen and Gwen didn't argue as much when he was speaking with them, a mediator between the two.

Plus the kid was growing on him.

Barry blinked before giving a smile.

Maybe a few days wouldn't hurt.

 _ **To Be Continued…**_

 _ **Took awhile to type and I hope this chapter was enjoyable to the first part of 'Into the Omniverse' with the references from the Matrix with the blue gumball to how different things were shown with Barry's involvement in the first episode.**_

 _ **I figured that Paradox while he brought Barry there would leave him with the choice of being able to go back-which he might take someday-and what better way then with one of those gumballs he always seemed to be offering.**_

 _ **And Barry I hope his personality was a bit enjoyable. A nervous smartass who hasn't really been in a fight so I think he did pretty well considering everything that happened.**_

 _ **So tell me what you think?**_


	2. The Crazy Doctor

_**Chapter 02: The Crazy Doctor**_

"Out of all the aliens she could've chosen to go into the burning building why did it have to be Heatblast?" Barry asked with Max driving the RV towards the building, Gwen in the front seat. "It'll be amazing if they don't accuse her of starting the fire in the first place."

"Not if we catch the guys who started that fire as a diversion." Gwen commented using her laptop to watch the news where the police were chasing some runaway robbers.

It's been one day since Barry arrived in this world and he was still a bit awkward around everyone, especially having to put on an act with not remembering anything.

"Yeah, you think she got everyone out-," Barry's question died at the scene they arrived at, Heatblast sitting next to a kid with a gold card looking excited. "What are we looking at?"

It looked familiar so he was pretty sure that was in the show.

Gwen frowned and rolled the window down. "Hey Super Doofus!" She called out gaining everyone's attention with Heatblast glaring at her. "The fire was just a diversion for a Jewelry Store robbery, the bad guys are getting away."

Heatblast blinked before coughing. "Uh I knew that."

"Sure you did, now come on Heatblast!" Barry called out, making sure to back away from the door right when Heatblast walked in, sitting in the seat near Max while Gwen got the fire extinguisher.

"I knew I should've bought those asbestos seat covers when I had the chance." Max commented, smelling the seat burning.

"Sorry Grandpa, I can't help the fact that I'm smoking hot." Heatblast apologized with a quip.

Barry's palm could be heard smacking his own face at that before Gwen sprayed Heatblast with the fire extinguisher. "No quips." Gwen threatened with the fire extinguisher.

"Oh like you wouldn't do the same." Heatblast rebuked only to be sprayed again.

"Easy Gwen don't want to put her out completely, besides it's only day two for her being a superhero," Barry mediated as he wasn't sure what would happen to a Pyronite if the flame went out fully and rather not find out now. "We should focus more on getting those guys before the watch times out."

Gwen lowered the fire extinguisher at that with a sigh. "Fine."

"Just in time too, Jen get to work." Max said making sure the window was rolled down enough for Heatblast to lean out and make a fireball, launching it at the getaway car to make it spin out of control and slam into the wall. "Nice shot."

"Strike, now to make sure they don't get away-." Heatblast went to go out only for Barry to shake his head.

"That's probably not a good idea with the police coming and you being on fire they're more likely to think that you were their accomplice in starting the fire," Barry intervened the episode slowly coming back to him right as the watch began to beep. "Or a kid just interfering with their work."

"That's ridiculous," Jen complained changing back when she spoke. "I caught the bad guys, shouldn't I get some sort of recognition?"

Max was already driving away, grateful that they looked like they were passing by when the Police shot around the corner. "Jen being a hero isn't about being praised as one, it's about doing what's right," He said wanting to be sure she got this. "Besides those were just regular criminals you might face something tougher than them someday if the robot wasn't any indication."

Jen frowned and looked away with crossed arms, looking a bit doubtful at that but she didn't say anything knowing he was right about fighting something tougher. "I still should've gotten some recognition." She muttered quietly.

"Recognition for being a doofus?" Gwen asked with a raised brow.

Jen glared right back. "At least I'm not a dweeb."

"Jerk."

"Geek."

Barry intervened when it looked like it might get out of hand. "Well we know you did it so shouldn't that matter?" He asked, with Max giving a grateful nod to him for stopping the argument before he could get a headache.

"Well yeah but it's not the same." Jen looked away from both Gwen and Barry.

Max looked at them in the rear view mirror before pulling into a parking lot. "Well I think we should eat some dinner, now who's up for some Sheep's Tongue?"

Jen and Gwen looked a bit horrified while Barry blinked. "Wait what?"

He actually forgot about the food that Max made, not eating the other day because of what happened with the robot and today they just ate some take-out.

"Sheep's tongue you'll like it, I also have some of those marinated mealworms from last night." Max said looking happy.

Barry looked from Max to the other two and whispered. "Is it too late to run for the hills?"

He was joking of course but still worms?!

A few minutes later the worms were placed in front of them with Max eating one.

"I'm not hungry." Jen said immediately with Gwen nodding in agreement.

Max raised a brow before looking at Barry seemingly waiting for his answer.

' _Damn it._ ' Barry thought feeling guilt-tripped into this as he reached for one with a disgusted look, he nearly dropped it from how it was squirming in his fingers.

"Think he might actually eat it?" Jen asked Gwen, neither of them would blame him if he didn't.

"Well you know what they say," Barry spoke looking at the worm. "Yolo."

Or in his case Yolt?

He just placed it in his mouth and closed it before swallowing.

"Well?" Max asked a little amused.

"It's-..." Barry blinked. "Not that bad actually."

"What?" Jen asked in disbelief when Barry reached for a second and ate it with no hesitation. "Dude that's sick."

"I need to use the bathroom." Gwen had her mouth covered while Max chuckled.

"Nice to see one of you kids have a good taste." He said with Barry eating another. "Now I want you kids to go to sleep because we'll be getting up early tomorrow for some shopping before we check out Washington."

Barry smiled a little excited.

He's never been to Washington before, heck he had the chance back in his world when they did a fundraiser to make money for the trip but the whole class seemed to have acted up-him included a bit-so it got cancelled.

Ironically it would've happened when he was ten the first time if the trip didn't get cancelled.

While everyone was getting ready for bed, Max frowned and turned on the news, keeping a look-out for a missing child report for someone like Barry.

It's only been a day so there should be something, right?

He was even beginning to wonder if Barry was an alien in disguise that got stranded and said he was amnesic because he was hesitant about trusting them, it was something to consider with his past job as a Plumber, that was another reason he didn't take him to the police.

While he could be wrong it was how nonchalant he was with the idea of aliens that placed the idea in Max's head.

The references that Barry kept making at some situations helped instilled the belief that the amnesia was either faked or he recalls them.

Tomorrow he planned on trying to subtly prod Barry for some information to see if his amnesia was real or not.

* * *

"Wow." Barry commented when they were in the Mega-Mart.

It was _**HUGE!**_

Or maybe it was because he was small again?

"Alright we shouldn't take too long here we just need a few items." Max mused having a list out while Gwen stood near him, Barry hung out in the back, his hands in his pockets before noticing that Jen was missing.

Blinking he looked around only to see her holding a cereal box. "Sumo Slammers Cards cool."

"Jen, what are you thinking?" Barry asked a bit cautiously trying to think about what happened.

"Oh I just want to get the gold sumo card, it's the only one I'm missing." Jen commented showing the cover to Barry.

Seeing the other colors, Barry blinked. "You do realize it's a one out of five chance that you'll get it right?" He asked making her frown.

"I know, that's what stinks-." Jen paused and looked at the Omnitrix, a smirk crossing her face.

Now Barry remembered. "Jen maybe you shouldn't-." He stopped seeing he was too late when Jen slammed her hand on the watch becoming a small four-inch tall frog-like being, the black and white shirt now a jumpsuit that hugged her body. "Why do I even bother?"

"Gold card here I come!" Jen cheered, jumping right into the boxes.

Barry took a step back, nearly bumping into Gwen who stuck her head around the corner after seeing the flash of light, her mouth dropping at the sheer damage with just about every box opened on the ground after a few seconds.

"What is she doing?" Gwen looked at Barry who groaned.

"She's looking for a gold sumo card, I say we leave and deny plausibility." Barry said not wanting to get busted for this.

It was extremely lucky that there wasn't a camera aimed at this aisle otherwise people would've seen the transformation.

"Aw-man another red card." Jen's voice came from a cereal box that Gwen grabbed and reached in only to give a yelp, pulling her hand out with Jen biting her finger. "Yuck I have Gwen germs."

"Can it dweeb, you're supposed to be using your powers to help people, not look for cards."

"How did you-," Jen looked Barry's way. "You ratted me out?!"

"Hey don't drag me into this-." Barry tried to say only for them to hear a cough.

Turning they saw a store employee causing for Gwen to let go of Jen who wisely hid. "What do you two think you're doing?"

Gwen and Barry looked at each other before the blonde gave a weak chuckle. "Uh, clean up in Aisle 3?" He joked before it died when he saw they were literally in Aisle 3 while the employee narrowed his eyes. "Open mouth, insert foot."

* * *

"You had to say that." Gwen muttered as she, Barry and Jen who was back to normal placed the entire cereal section into the cart with Max giving a blank look.

"So why are we buying all this cereal?" He asked looking at the three of them.

Gwen just looked at Jen who fidgeted when Max looked towards her. "We would've had to buy one if Barry didn't rat me out to Gwen."

"I didn't rat you out, it was obvious what you were doing." Barry protested in disbelief. "I tried to tell you this wasn't a good idea."

"Yeah but I was close to finding the gold card." Jen said with a frown. "I almost had it."

"So you decided to trash the cereal aisle for a piece of cardboard?" Gwen rolled her eyes. "Nicely done doofus."

"Jen, I can appreciate how much this card means to you but don't you think you're getting a little obsessive?" Max asked with a frown.

Jen sighed. "Yeah you're right I don't deserve it, it's not like I-oh I don't know rescued people from a burning building and all that." She said with her arms crossed.

"Superhero guilt? Pretty low." Gwen deadpanned at her cousin who shrugged.

"Hey whatever it takes."

Barry rubbed the back of his head, a bit unnerved by how Jen was being before reminding himself that she was ten like how he was at the moment.

So it's a little understandable at how she was being a little childish.

Besides he was way worse the first time he was at that age.

They continued on their way but after getting a few items, Jen took off at seeing the complete card set.

"Man she's really into these cards." Barry muttered a bit off.

"Barry you mind keeping an eye on her while Gwen and I head to the pet section?" Max asked earning a nod. "Just make sure she doesn't use the watch for anything else."

"Got it Mr. Tennyson." Barry agreed running to catch up with Jen while Gwen muttered.

"Please tell me you're not looking for our breakfast."

"Someday you'll be all mine." Jen said sounding breathless at seeing the card.

"You're really into those cards?" Barry asked with a raised brow, not understanding it. "I don't really understand why."

If they were Yu-Gi-Oh cards than maybe he would as he used to collect those growing up.

"Well duh they're Sumo-Slammers how can you not unders-," Jen stopped thinking about something. "Oh right sorry."

Barry gave a confused look before remembering his 'situation'. "It's fine." Barry said a bit awkwardly right when a tremor shook the ground, causing the two to stumble. "What in the world-?"

He was caught off guard when Jen tackled him right as something burst through the wall where he was standing earlier, the two of them rolling behind a counter before they peeked out to see a greenish-pale man with white hair that was covered by a weird horned helmet, wearing a black shirt and brown cargo pants, riding a giant freaking frog with spikes coming out of it.

' _Oh right, I forgot about him._ ' Barry thought remembering Dr. Animo now.

Wasn't he a B-List Villain?

Jen reached for the watch only to see that it was red. "Oh man." She muttered in annoyance that she couldn't go hero right now while Animo grabbed some items to place in a bag.

"What do we do?" Barry asked not sure how to get out of this one and that was right before Animo saw him.

Luckily he didn't think of them as a threat. "Run along children, go and play." He said not caring about them before security came to get him, a bit dumbfounded by the giant frog.

"Oh he's so lucky I can't go hero right now." Jen muttered clenching a fist at how that guy talked down to her while he got back on the frog and hopped away.

"Uh we have a grab and dash in electronics," One of the guards said in a radio. "Male, five-foot-six, riding on a giant frog or toad heading towards the pet department. Trust me you can't miss him."

"Grandpa and Gwen are in the Pet department." Jen said with wide eyes running after the frog.

Barry while running after her looked around as they passed the sport department before grinning.

* * *

Gwen had a smile while petting a hamster through the cage.

This was normal. Something she needed after the last two days.

No robots, robbers or aliens-just petting a hamster-.

A thud interrupted her normal time making her and Max spin around to see a man on a giant frog.

"So much for normal." Gwen muttered a bit freaked by this and that was before the man twisted a dial that was attached to his chest to shoot red beams from his helmet right at them-or more precisely the hamster behind Gwen when she and Max dodged.

Gwen's eyes widened in horror when the hamster grew taller than she was, just about the size of Jen as Wildmutt with sharp fangs before the pale guy did the same thing to the parrot in a nearby cage.

"Arise to your full potential my pets." Dr. Animo said his hands in the air with an arrogant smile.

That was the scene that Jen came across, a look of disbelief on her face. "Oh man what kind of pet food are they selling around here?" She asked only to receive no answer and turned to find out that Barry was gone.

"Behold the glory of Dr. Animo, nothing can stop me from getting what I deserve." Animo said. "After today I will make history-or should I say prehistory."

"Why did you have to go cereal diving?" Gwen asked looking from Jen to the mutated pets. "Any of those aliens could've helped us out here."

"Later we have to go," Max said intent on making sure they survive before seeing someone missing. "Where's Barry?"

"I dunno he was with me when this guy showed up." Jen replied before the hamster roared and lunged at them, making the trio run.

However right as the three passed an aisle a golf club swung out, smacking the hamster in the face. "Fore!" Barry called out before staring at the now broken golf club while the hamster snarled at him more pissed off than hurt. "Oh man that worked a lot better in my head."

Giving a gulp when he went to back up, Barry found his back pressing against one of the shelves before holding the broken golf club like a spear, ready to use the jagged piece to stab the hamster if it got too close.

Jen looked at the watch to see it was still red before she saw something that could help. "I don't need to go alien to take down an overgrown furball." She decided with a grin.

The hamster got closed when a football slammed into it's eye making it shriek in annoyance, turning towards the one throwing it to see Jen on an electric scooter.

Giving a cocky grin, Jen took off with the hamster in pursuit.

Barry didn't even realize how bad he was shaking before he fell to his knees in relief, dropping the broken golf club.

That was terrifying.

A hand was placed on his shoulder making Barry flinch before realizing it was Max who looked a little worried. "Are you alright?" He asked carefully.

Trying to stop himself from shaking, Barry forced a grin on his face. "Y-Yeah, I'm good." He lied standing up.

Max obviously didn't believe Barry, but they heard the sounds of shelves falling and became worried for his Granddaughter.

"Jen!" He called out along with Gwen running towards the noise, making sure that Barry was following to see the hamster trapped underneath three shelves while Jen had a big grin.

"That's right not even giant hamsters can mess with Jen Tennyson." Jen said proudly earning an amused look from Max while Gwen shook her head.

Barry gave a weak grin at that, relieved that it was done with.

"You young fool," Animo snapped coming around the corner on his frog. "You think you won? I will turn Washington DC into Washington BC!"

With that said, Animo jumped onto his parrot and crashed through the ceiling windows, the frog jumping out after him.

"Well he sure knows how to make an impression." Barry said hiding his fear while the store owner approached Jen.

"You saved the store, if there's anything I can do to repay you, anything you want." The man offered making Jen pause and look towards where the sumo cards were on display, even if the glass was broken and the display knocked on the side.

"Well now that you mention it-." Jen went to say only for Max to grab her by the waist and began carrying her to go after Animo with Gwen right behind.

"Was she seriously going to ask for the gold card after that?" Barry muttered in disbelief, his question overheard by the owner.

"Gold card?"

"Yeah she's pretty obsessed with collecting them for some reason, never understood it," Barry said seeing them stop with Max speaking to a disheartened Jen. "I should probably go before they leave me behind-."

Barry went to run only for the store owner to place a hand on his shoulder. "Wait, then give this to her," He said picking up the gold card that fell out of the display case. "We have a few in storage to put on display, if she wants it it's the least we can do."

"Uh sure." Barry said a bit surprised by that before pocketing the card, making a note to give it to her after this whole mess.

* * *

Surprisingly they were right behind Animo inside of the RV with Max having a nostalgic look while Jen was pouting a bit in the front seat and Gwen typing on her laptop, trying to find something out about Animo on any news sites.

Barry just sat down not knowing what to do right now.

"Ah just like the good old days before I retired." Max commented, a grin going across his face.

That made Gwen look up from her research. "So exactly what type of Plumber were you Grandpa?"

The question brought Max back to the present after his quick trip through memory lane. "Uh a darn good one," He said before changing the conversation. "Jen what's the matter?"

"I saved an entire Mega Mart from becoming a giant hamster chew toy and what do I get?" Jen shook her head before proping an elbow up to place a hand on her cheek. "Nothing. It's not fair."

"Jen I thought I told you that you don't need a reward or recognition for being a hero, being one is it's own reward." Max said to her earning a look.

"Were you reading greeting cards there?"

"... Yes."

Barry looked towards them wondering if he really should give Jen the gold card with how she was acting instead of tossing it into the trash but Gwen spoke up before he could contemplate that further.

"Bingo," She said gaining everyone's attention. "Five years ago Dr. Animo was a promising researcher in veterinary science. But as it turns out he was doing all of these twisted experiments to where he was mutating animals."

"So not your typical vet." Jen spoke up earning a glare from Gwen for the interruption.

"Then when he didn't win some big prize called the Verities Award he flipped out," Gwen then smirked. "Anything about this sound familiar Jen?"

"Nope." Jen lied looking away.

"Really? Now?" Barry looked between the two while Max sighed.

"We lost him, he could be anywhere in Washington DC at this point."

"Or Washington BC." Gwen muttered.

A gasp emanated from Jen who had a wide grin. "I know where he's going." She said earning a surprised look from Max. "The Museum of Natural History."

* * *

It didn't take too long to get there where they saw both a giant hole in the wall and a feather that belonged to the parrot.

"Nice guess." Barry said with a grin earning a smirk in response.

"I guess even a doofus can surprise you once in awhile." Gwen commented giving her own compliment.

Jen didn't look too bothered by that. "And you should know."

"Hello? Bad guy inside can you do this later?" Barry asked being between them.

"He's right focus." Max said while Jen looked at the watch, happy to see it was recharged and ready to go.

Animo paused from his work near the display of a Wooly Mammoth, hearing their footsteps and had an idea on who it was. "You are very persistent," He said glaring underneath his red goggles. "I hate persistence."

"We already know about your sick experiments Animo it's over." Jen said priming the Omnitrix.

"Oh but it's only just begun," Animo said a smirk crossing his face considering how he just finished his transmodulator with the parts he stole. "See I only needed a few more components to push my work into phase 2, reanimation of dormant cells."

"... What?" Jen asked not really the science person while Barry's eyes widened, it was all coming back to him-he really should remember this stuff more.

"Jen," He said in a fearful tone getting her attention. "He's going to bring that Mammoth to life."

"Precisely observe," Animo turned the dial, the blast hitting the display and in a few seconds the Mammoth was alive and pissed off. "Praise the brilliance that is Doctor Animo!"

As the Mammoth stomped towards them, Barry gulped. "Where's Sid and Diego when you need them?" He muttered while Jen looked at everyone, seeing Animo run off.

"I'll handle this you guys get Animo before he brings anything else back," She didn't wait for anyone to argue when she slammed the watch down, changing into the rocky red alien that would be known as Four-Arms, a bit slimmer than the one from the series but with more muscle considering how the females are more powerful than the males. "Let's rumble!"

While she tackled the Mammoth, Max, Gwen and Barry ran towards the other exhibits only to see the Parrot waiting for them as it snarled.

"Oh great Polly is back." Barry looked around but Gwen was ahead of him by grabbing the spear in the caveman exhibit and smacking the bird across the face before spinning to break the spear on it's beak, scaring the Parrot away. "Whoa."

"Jen's not the only one with skills," Gwen commented while even Max looked surprised by what just happened. "Come on."

' _Note to self either learn how to fight or get a weapon to defend myself._ ' Barry thought as he didn't seem to be making any differences at the moment.

The three came to a stop in time to see Animo bringing a T-Rex back to life.

"..." Barry took a step back about ready to say 'Screw this I'm out.'

Thankfully Animo didn't have it attack them, instead he climbed onto the zombie dinosaur and looked their way. "I'd love to stay but I need to go claim the award that I so wretchedly deserve."

With that Animo's T-Rex went through the wall and stomped off with Gwen staring in disbelief. "And I thought the day before yesterday was weird." She muttered.

A shrill cry came from behind them with the Parrot flying towards Gwen to grab her for the pain she caused it with the girl freezing in surprise before she was pushed out of the way right as Barry was grabbed.

' _... Well I guess I did change something._ ' Barry thought giving a cry of surprise at being carried off like that. ' _Not what I was hoping for though._ '

He was hoping that by pushing Gwen down he would follow and no one would be grabbed but he wasn't fast enough to get out of the way.

To his relief he saw Four-Arms run out of the Museum and jumped actually managing to grab onto the parrot. "Sorry this is a no-fly zone." She got out, holding onto the feathers.

' _That was actually a good one._ ' Barry couldn't help but think while the parrot spun around trying to get Jen off. "Oh I think I'm going to hurl."

"If you can aim it at Polly's face." Four Arms managed to get out before the feathers she was holding on were pulled out right as the watch began to beep.

"Jen!" Barry called out praying that if it timed out it would be after she hit the ground.

Thankfully it was after the giant crater was made that the flash of light happened showing that she survived.

Breathing a sigh of relief, Barry looked up at the parrot carrying him, to avoid looking back down. "Okay she's safe now I just need to worry about myself." He said wondering how to get out of this mess.

The talons weren't digging into his arms thankfully so it showed the bird didn't want him dead yet.

"So if I promise you a cracker would you let me go?" Barry tried but the bird didn't even look down at him. "Huh I figured you would respond being a parrot and all."

* * *

"Come on where is that bird?" Jen asked trying to keep a look-out for the bird while Max was driving.

"There can't be that many places a giant bird can hide here." Max inputted while Gwen was looking up places in Washington that a bird that size could hide before grinning.

"I think I have an idea," She said turning the laptop to show Jen who looked towards her. "The Washington Monument, it's the only place it could actually be that's high enough."

"It's the only lead we have, we also have another problem." Max said reaching into his pocket to pass a piece of paper. "Read this, it's what Dr. Animo left behind."

Jen raised a brow and read the paper. "Doctor Kelly accepts Verities Award-. Animo is going to go after him."

"Which means Doctor Kelly will be in danger too." Gwen realized the problem.

"We'll save both of them," Jen said looking determined. "We have to."

Max glanced at Jen before looking back on the road.

While he was proud that his Granddaughter wanted to save everyone she could with that watch he knew there would be a time where she would fail to save someone.

He just hoped that day wasn't today-.

"There!" Gwen pointed towards the Monument where they saw the parrot fly off.

But what caught their attention was the small shape hugging the needle on top of the monument for dear life.

"He won't be able to hold on for too long." Max said, seeing him nearly let go from the stress.

Jen looked from him to the watch, giving a sigh when she saw it was green. "Not if I can help it."

Back with Barry, he was really sweating bad from the fear coursing through him and the sweat was making it very hard for him to hold on, combined with gravity trying to pull him down to the ground, Barry finally lost his grip and began to plummet with a yell, closing his eyes.

"Got ya!" A garbled voice said when Barry felt something grab him by the waist while something pressed against his back. "Man you're sweaty."

Barry blinked at that while hearing wings flying behind him like a fly and turned his head enough to see the green skinned Stinkfly with six legs, the three fingers on the two hands holding him and the fragile dragonfly wings moving at a huge speed to have her fly, the four stalk-like eyes looking at him with a grin on her face.

It didn't take long for Barry to find out what was pressed against his back, causing for his face to go red from embarrassment before his eyes bugged out. "Behind you!"

Two of the eyes turned back while the other two looked forward to see the Parrot after them. "Hang on." Stinkfly said spinning around to dodge a talon, somehow managing to place Barry on her back and fly off with him hanging on for dear life.

"Please tell me you have a plan." Barry commented ducking a talon that tried to catch him.

"Working on it." Stinkfly returned while Max and Gwen were waving her down. "You'll have to trust me."

The way she said that caused for Barry to pale in realization before she threw him off of her right towards Max and Gwen. "Gyah!" He screamed right as Max caught him, the blonde looking petrified. "I never want to do that again."

Now free to move a lot quicker, Stinkfly tackled the bird, managing to slam it into the ground before she spat out some goo that trapped it.

"Huh, didn't know I could do that." Stinkfly mused, looking at the others. "You guys alright?"

"We're fine go after Animo." Max told her while Barry burped from some motion sickness.

Stinkfly gave a nod and flew off following the trail of destruction left by Animo, leaving them to get into the RV with Max starting up the vehicle to catch up with Jen while Barry stood in front of the trash can just in case.

"Here," Gwen held out some crackers. "Mom always said they helped with Motion Sickness."

"T-Thanks." Barry managed to get out eating a few giving a sigh of relief with how he felt little better.

A few seconds passed when Gwen spoke up. "Hey thanks for pushing me out of the way, if you didn't that would've been me up there." She said earning a chuckle.

"It's fine, what are friends for?" Barry asked with a grin that Gwen eventually returned.

"Well it looks like Jen finished up." Max said coming to a stop in front of a building where the police were hauling a struggling and shouting Animo into a Police car, Jen waiting nearby for them, holding his helmet under her arm when they stopped to pick her up. "What's that you got there?"

"A souvenir," Jen responded with a grin. "I might not have been able to get a gold sumo card but I do have a neat trophy of taking down a baddie."

Then she placed it on the table.

"Besides I guess saving the day from Doctor Whackjob is its own reward," Jen said looking a little satisfied. "Who needs the gold card when you have the watch."

Barry grinned and reached into his pocket. "That's too bad," He responded pulling it out, surprising Jen. "I was going to give you this but if you don't want it-."

"I didn't say that," Jen said looking at him with wide-eyes. "How did you?"

"Remember the hamster?" Barry asked earning a nod. "Well when Mr. Tennyson carried you off I made a mention of what you were looking for and the store owner asked for me to give to you."

With that said, he slid it across the table to Jen.

"Consider it a thanks for saving me," Barry told her while Jen slowly picked it up in awe that she finally had one. "Although I still don't understand the appeal of this."

"Awesome," Jen had a huge grin while holding the card. "Thanks."

* * *

That night, Max had a concerned look while the three were asleep, watching the news.

It's now been three days since they met Barry and there hasn't even been a missing report for someone like him, they were still close enough to the campground to where he should've at least seen a missing report on the news.

The theory with him being an alien was out the window due to the incident and how he acted with the hamster earlier and Max still wasn't sure if Barry was telling the truth about the 'amnesia' or not and he didn't want to push him with what they all went through that day.

"Just who are you?" Max asked looking at Barry's sleeping form.

Right now he was thinking about just driving to the police station to have them help Barry if he was telling the truth about the amnesia because the longer Barry stayed with them the harder it would be to do so.

Looking from Barry back to the News, Max came to a decision.

One more day.

If there wasn't a Missing Person's Report he'll take Barry to the police station.

* * *

A being frowned as he was watching various time-lines, ones that were being destroyed but some of them just fixed themselves.

'What is going on?' The being thought looking at them trying to find the reason for this, the light showing his figure in a black bodysuit wearing purple gloves, cape, boots and a chestplate while his face was hidden by a purple helmet showing two glowing purple eyes that narrowed in thought.

Did that meddling timewalker interfere or was it his alternate past self?

Whatever the case he needed to find the origin of this and get rid of it for his plan to succeed.

 _ **To Be Continued…**_

 _ **Alright not much changed from Canon but I hope I changed enough to keep it interesting, the changes while small will get larger as time goes on and I build up a dynamic between Barry and the others. I also didn't show the final part to Animo vs Jen as that would've been the same from the show with her being there so there wasn't really any need to type it.**_

 _ **Also if anyone wants to say something about Barry being a bit of a wimp compared to how everyone else is acting that's the point, he might've died once in the car crash but that happened too fast for him to register, here he had to duck blasts from a Giant Robot while Diamonhead was fighting it, stare down a mutated hamster that could tear him to shreds after it broke a 'metal' golf club that smacked its head and carried through the air by a giant prehistoric parrot.**_

 _ **In fact it's amazing none of the other Ben 10 characters freaked out in the beginning of the series like that.**_

 _ **Finally I'm pretty sure you can see who the main bad guy of this story is from that ending and more will be expanded on that particular scene in chapters to come.**_

 _ **So now to answer some of the Reviews.**_

 _ **Bfarr2003: Thanks and I may have Barry get his own powers, there will be multiple opportunities but I also might just keep him human as well.**_

 _ **Rexfan1333: Thanks and as for why Ben is a girl in this, truth is I saw a piece of fan art with a badass looking female Ben (Alien Force) and the idea got stuck in my head. Plus it was something to throw my character through a loop as well as show that a lot of things may be slightly different than what some people were expecting.**_

 _ **Angryboy13: Thanks I hope you continue to enjoy reading this story as I have enjoyed typing it.**_

 _ **Guest1: I know what you mean, I still need to work on this a lot more like you said and thank you for pointing out the problems I had with accidently putting he instead of she, I'll fix that soon. And truthfully I didn't think about the whole thing with Max being hesitant about taking Barry just like that until I nearly finished the chapter-it was one in the morning and I wanted to post it that night so that was my fault. It is pushing it but I hope I addressed it a bit more in this chapter. Thank you for still considering giving this story a try despite the problems with it. Now I'm not going to deny or confirm anything about a pairing in this story but for right now it's only friendship with some small tease-moments that may or may not happen. Anything further will only happen if I make it to Alien Force or Ultimate Alien.**_


	3. The Deep End

_**Chapter 03: The Deep End**_

"Can I say for the record that I think this is a bad idea?" Barry asked as he and Jen were both on top of the RV-or what he was beginning to call the Rustbucket along with the others while Jen was holding a balloon filled to the brim with something that he thought was the most disgusting substance on this Earth.

Stinkfly goo.

Yet Jen managed to talk him into going along with this hare-brained prank.

"Come on, it'll be fun." Jen held the Stink Balloon with a grin while they both waited for their target.

"You do realize we're going to get in a lot of trouble for this." Barry deadpanned but Jen wasn't really listening.

They were currently at some lake that was pretty much a tourist attraction where Max wanted to take them for some fishing.

"Come on you act like you've never pulled a prank before in your life." Jen commented with a shrug while Barry looked away.

When he was young the first time he did put both live and dissected frogs in the Parent-Teacher Conference Salad, didn't get caught for that one which meant he couldn't brag about it as they were really trying to find out who did that.

' _And I can't say anything about it now._ ' Barry was really wishing he found a better alibi than 'amnesia' at this point but it was the only one he could think of-heck who knows how long they'll buy that story.

It was definitely getting harder to hide the truth from them because of how comfortable he was beginning to get with the Tennysons and he knew that eventually they would find out the truth.

' _Hopefully Paradox can help me explain and that I was told not to say anything._ ' Barry thought before coming to the possible conclusion that Paradox might not even show himself until the Alien Force part of this journey which was five years away and he was worried that they would find out before then.

Barry was pulled out of his thoughts when the door opened, the target of their prank coming out so Jen smiled and dropped the balloon.

 _ **-Splat-.**_

Gwen gave a shriek when the Stinkfly goo splattered on her looking to the roof of the RV where Jen busted out laughing while Barry shook his head with a hand to his face. " _ **JEN!**_ "

"Oh man I should've brought a camera," Jen managed to get out with Gwen glaring daggers at her cousin. "That was priceless."

Barry kept the hand to his face, looking annoyed but in reality he was having difficulty not laughing because this was a little funny.

But a snort escaped despite his best efforts, making Gwen turn the glare on him. "... Would it help if I said sorry?" Barry asked with a weak grin.

That was the scene that Max came back to after renting a boat to go fishing the next day and he sighed.

"Jen. Barry." Max called out having a look on his face, the former stopped giggling when she heard his voice while Barry looked sheepish.

"Uh nice shirt Grandpa?" Jen tried while Gwen looked at him.

"They hit me with a balloon filled with alien goo."

"Tattle-Tale." Jen muttered with Gwen glaring.

"Oh like you wouldn't rat me out."

"She has a point." Barry commented with a shrug, his answer earning a look from Jen.

"Hey."

"Gwen go ahead and take a shower," Max told her calmly, looking from her to the two on the roof. "You both clean up this mess."

"Yes Grandpa/Got it Mr. Tennyson." The trio answered in synch, although Jen and Gwen were having a glaring contest while doing so.

While they cleaned that with Jen talking animatedly with Barry about the prank, Max thought back to when he tried to drive to the police station these last two days.

Every time he tried something came up, whether it was a small crime for Jen to as she now says 'Go hero' or just traffic itself keeping him away-remodeling the streets, non-lethal accidents that sort of thing.

It was as if something was preventing him from making it there, he even tried calling the police station only for to be put on hold and the call dropped.

There was no evidence that Barry knew about that sort of thing so Max was assuming that it was all coincidental.

But it was all piling up to where he was getting the feeling that something was preventing him from doing what he had planned and he didn't like that thought at all. From his Plumber days he knew that there could be some beings who could do something like this.

' _Until I find out what the heck is going on, it looks like Barry is stuck with us._ ' Max thought with a sigh.

Not that it was a bad thing as the kid was really growing on him and he does help around the RV with chores unlike two certain granddaughters, but Max knew that somewhere there could be a family that was worried sick about him.

' _Just who are you Barry?_ '

* * *

"Cannonball!" Jen called out that evening, jumping into the water wearing a pair of swimming trunks and a shirt while Gwen was in her regular clothes, Barry nearby a bit unsure about going into the water.

"A perfect 10," Jen called out as if an announcer was commenting. "The crowd loves her!"

"A perfect dweeb is more like it." Gwen commented still extremely sore about the stinkfly goo balloon earlier that day as she held a flashlight.

"Come on you guys get in." Jen said with a grin. "The water is perfect."

"Please, who knows what nasty, slithering things are in there," Gwen said in mock disbelief as she shined the flashlight on an unamused Jen. "I rest my case."

"Uh I don't have a swimsuit." Barry commented with Gwen sniffing the air before making a face.

"Or other clothes for that matter," Gwen backed away holding her nose. "We'll have to fix that."

Barry just shrugged.

He didn't exactly bring it up with how things went these last few days and his clothes were starting to get a bit worn out and dirty.

Besides he was pulled into this world out of limbo-he was lucky enough to have a toothbrush that Max gave him, heck he was lucky enough to have the clothes he was wearing in the first place.

"What's the point of camping by the lake if you're afraid of getting wet?" Jen asked splashing the two.

"Knock it off midget." Gwen snapped while Barry spat the water out looking a bit annoyed.

' _It's not the water I'm afraid of but what's in it._ ' Barry thought knowing what was going to happen here.

Along with his pyrophobia he was extremely scared of the world's ocean because of how much was unexplored back on his Earth, who knows what was in there.

The fact that a giant Alien Kraken was in this lake just had him scared that he would be eaten in this part of the journey. So he was adamant about not getting in, no matter what.

As Gwen went to leave, Jen began to flail. "H-Hey, what's * _ **Cough**_ * Happening?!" She got out before ducking into the water.

Gwen paused and turned. "Very funny Jen, I'm not falling for it."

Despite what she said, Barry could hear the concern in her tone and sighed.

"Jen has the watch, she can easily get herself out of whatever trouble is down there." Barry reminded her before they saw a large hulking figure lunge out of the water looking like a creature of a swamp, making Gwen scream while Barry backed way up.

Even though he knew this was Jen, it was still a bit nerve wracking to see something like this just jump out of the water.

The flashlight that Gwen dropped shined on the 'creature' to reveal that it was Jen as Four Arms covered in Seaweed.

"Jen," Gwen sounded extremely annoyed. "You are so busted when I tell Grandpa."

Jen didn't mind as she was too busy laughing while pulling the seaweed off of her. "I can't believe you two fell for it, a monster in the lake?" She asked with a smirk.

Barry who stayed behind sighed. "You do realize she thought you drowned right?" He asked as he didn't really see the humor behind this.

Jen went to say something before a large shadow burst out behind her making the watch-wielding heroine slowly turn to see the giant lake monster.

Barry just took a step back. "Ever hear of the boy who cried wolf?" He asked taking extreme measures to be calm with Jen slowly giving a nod. "I think that's what just happened."

That was when it pulled Jen under with Barry taking off running towards the RV as he would just get in the way here while she could take care of herself.

They won't believe Jen because of that mess but that doesn't mean he won't try to convince them-.

He gave a shriek when Jen went flying past him, hitting a tree before she got up in a panic and made her way into the RV still as Four-Arms, none of them saw the Omnitrix symbol on her shoulder glow yellow before being white again.

"Geez it's already over?" Barry muttered making it in time to see a pillow fly at Jen, bouncing off harmlessly after she tried to tell them about the Kraken.

"Hello current event, you already got me with that one." Gwen said sounding annoyed.

"She's not kidding this time." Barry panted finally pushing himself in having to squeeze under Jen as Four Arms, muttering a quick 'scuse me'. "I saw it too."

Gwen however rolled her eyes. "So she pulled you into another prank this time Barry, figures?"

… Okay he might've deserved that.

"Jokes over you two." Max said with a yawn with the watch beeping out, Jen looking a bit defeated at that. "We have a long day tomorrow with our fishing trip."

"B-But." Jen didn't get a chance to even argue as Max fell back asleep, obviously worn out from all the driving and Gwen wouldn't even look her way.

"Look they don't believe us-kind of expected considering everything." Barry commented in a hushed tone to Jen.

"But this time it's true." Jen said not missing the snort from Gwen.

"As if."

"I wasn't talking to you." Jen snapped at her.

"Jen, how about we do get some sleep and worry about this tomorrow." Barry rubbed the back of his head as he walked to the chair in the RV that he's been sleeping in for the last few days.

Jen pouted a bit before giving a slight nod as she yawned.

After waiting for an hour with the three of them snoring, Barry quietly pulled himself out of the chair and walked outside of the RV.

Looking back towards it, he left to take a walk into the forest to clear his head.

As fun and amazing this week has been, Barry knew all he was doing really was getting in the way of stuff happening.

He didn't help in any of the two adventures that already happened-in fact he ended up being the one taken hostage with the giant parrot in DC along with nearly being killed by the hamster.

"I'm not strong like them," Barry muttered as he saw clearly how calm they were in a situation while he nearly soiled himself ten times over and for what seemed like the hundredth time he took the gumball out of his pocket, once more contemplating whether or not to just go home. "Do I really stand a chance at doing this?"

"If you didn't I wouldn't have asked you to come," Barry perked up and turned to see Paradox standing nearby looking at his pocket watch. "Something on your mind Barry?"

"A lot Professor," Barry said relieved to see the time-traveler. "What are you doing here?"

"I figured you could use someone to talk to, one who knows your situation." Paradox said pocketing the watch with a smile. "You've been doing good so far."

"Good? I'm a mess." Barry commented with a sigh. "I'm not doing much."

"That's where you're wrong," Paradox said looking at him. "Remember what I said about the timeline being damaged?"

As Barry gave a nod, Paradox continued.

"Various worlds ceased to exist because of those damages and since we last met a few of them have resurfaced unaware of their demise," Paradox explained surprising Barry who gaped at him. "So what you've done so far have saved a few realities from being erased."

"Reality-hold up Professor you never said anything about realities being erased!" Barry stood up trying to comprehend this. "How is that possible?!"

"The timeline is like a DNA Strand but with motion, each strand different from the last, if you affect certain events it becomes unstable and ultimately collapses," Paradox explained in a manner that Barry would understand. "Someone has been changing it to create their own world and destroy any reality with an Omnitrix in it, which ironically created this one to counteract it."

"So what you're telling me is that this version of the cartoon I watched as a kid-the first time around-was created as a result of someone messing with time?" Barry asked making sure he understood that part with Paradox nodding. "Then how is it bringing those worlds back if it existed after said worlds were gone?"

"That would have to be a story for another time Barry, it's much too long to explain tonight." Paradox said with Barry giving a frown, but accepting that because the man would tell him when the time comes.

"Right." Barry muttered looking down.

"I still stand by what I said with why I brought you here," Paradox commented with Barry snorting. "You don't believe me?"

"Please you only brought me here because I died on my Earth."

"Barry many people die in your world every day whether it's from crime or age, out of all of those people I chose you." Paradox said making Barry go quiet. "Do you want to know why?"

"Because my death wasn't supposed to happen?" Barry asked remembering that with Paradox giving a nod.

"Precisely my point, the changes managed to infect your world and that is what allowed for me to truly be able to bring you here." Paradox said with Barry giving a nod before he realized something.

"Wait, if those changes infected my world does that mean that-." He didn't finish truly fearing the answer.

Paradox knew exactly what he was going to ask though. "That your world is in danger of ceasing to exist along with everyone you know?" With Barry giving a silent nod Paradox took a breath. "Yes it does."

Barry had to place a hand on the tree nearby to keep from falling over from the sheer shock of finding that out.

"-ry!" Paradox grabbed his shoulder making the boy realize he was beginning to hyperventilate. "Take a deep breath and calm yourself."

"I-I-." Barry tried to get out, but no words would come.

Eventually he was able to take a few deep breaths with Paradox frowning. "I was afraid of this."

"What?" Barry asked still taking deep breaths as he wasn't sure what just happened.

"The mind is a fragile thing Barry, and yours is more fragile than anyone else's," Paradox explained in a calm tone, looking up at the stars above the trees. "You died, you were pulled into a world that was a cartoon from your world after being de-aged and you've survived life changing events that would've killed you in your world, it wouldn't take much for it to give out, trust me I should know although being insane can get dreadfully dull after a bit."

"I'm not crazy." Barry snapped seeing what he was getting at, his fear making him a bit hostile.

"I didn't say you were, but the mind itself can only take so much and it seems my revealing of the dangers your world now faces might've made it worse," Paradox said with a sigh, placing his hands in his coat pocket. "For that I apologize."

"C-Can it be fixed?"

"It depends on the will of the person," Paradox told him making Barry go quiet. "It's getting a bit late, I have to go."

"But-," Barry stopped when he looked back up to see Paradox was gone. "... Right, teleportation."

* * *

"Come on, wake up," Barry groaned as Jen was shaking him awake. "Dude how long were you up last night?"

Barry just opened one eye to give her a look as it was close to three in the morning when he got back to the RV and he couldn't fall asleep with everything Paradox revealed to him.

"Just five more minutes."

"No can do, the best time to go fishing is right now." Max called out having a fishing rod. "Just be sure to change into the clothes nearby."

That made Barry blink and groggily sit up to see a pair of shorts and a black shirt nearby. "Where did-?"

"They're mine." Jen said with a shrug.

"... So they're girl clothes?"

"Tomboy remember?" Jen asked with a grin. "I promise those are boy clothes, they're more comfy anyways."

"Says you." Gwen commented wearing her clothes.

A few minutes later, Barry was rubbing his eyes as he walked with the Tennysons down the fishing dock with Jen once more trying to convince them about the Kraken. "It was humongous with these red glowing eyes."

"I'm sure it was just some kind of big fish that's all." Max said trying to appease her while Gwen shook her head.

"Yeah so give the megafish story a rest will ya Captain Dweeb?"

"Barry back me up here." Jen looked at the tired boy who gave a noncommittal grunt. "Come on you saw it too."

"I saw it manhandle you as Four Arms-still can't believe you named it that." Barry always felt that one was a bit of a stupid name to be honest.

"Hey I thought it was good and I wanted to name one of my forms." Jen protested with her arms crossed.

"Yeah, yeah but Jen is telling the truth-by the by I'm pretty sure it had giant blue eyes not red ones," Barry said giving a yawn right as they made it to the boat where Gwen made a bit of a face at a bucket of worms.

"What's with the slimeys?"

"Bait, perfect way to catch some fish." Max explained with Gwen grimacing.

"Yeah I think I'll pass on this, take the chance to soak up on the sun."

"Suit yourself but you don't know what you're missing." Max said sounding amused while Jen looked about ready to fish.

Barry gave another yawn as he was handed his own.

"Can do me a favor and please make sure Jen doesn't use the watch while we're fishing." Max said as he wouldn't be able to watch her at all times.

"Sure thing Mr. Tennyson-."

"Max, you've been with us for a week so please call me that." Max said earning a slight tired smile from Barry. "So remember something yet?"

"Sadly no." Barry said averting his eyes before adding something else. "Just a weird guy offering me a gumball comes to mind."

That earned him a weird look from Max while Barry shrugged.

He figured if he added a bit of the truth in there he would be able to get away with lying, just had to be careful in what he added.

Max just figured Barry was making a small joke to try and change the conversation before he looked at a middle-aged man in a white shirt with a red cap on. "Captain Shaw?"

"Who wants to know?"

"I'm Max Tennyson and this is my Granddaughter Jen Tennyson along with her friend Barry we're here because we chartered your boat to do some fishing." Max said with a polite smile.

Shaw just shook his head. "Well what are ye waiting for an engraved invitation?" He asked a bit sarcastically with Max giving a small frown. "Get aboard, I don't have all day."

Moments later Barry was on the verge of falling asleep while wearing a lifejacket and holding a fishing rod before Jen elbowed him. "74." Barry cried out as if he was answering a math question with Max and Shaw giving him a weird look.

"Easy it's Summer," Jen said sounding a bit amused as she wasn't expecting that. "You have a bite."

Barry blinked before he finally felt the rod being tugged and reeled in a decently sized fish.

"Nice catch." Max commented helping Barry remove it from the line.

That was when the blonde noticed that Jen was keeping an eye on the surface of the water. "Still looking for the lake monster?" He asked with Jen giving a nod.

"Yeah, it's not going to take me by surprise this time." Jen boasted holding her watch up. "If it even shows its face I'll go Diamondhead and make sushi-no no, no I'll go Wildmutt and attack-."

"Just as long as you don't go Heatblast because I wouldn't feel safe with the only land you'll be dry on is a wooden boat." Barry said with Jen quirking a brow.

"What has you so scared of Heatblast anyways?"

"You mean besides the fact that you nearly set me on fire the first time we met?" Barry asked with Jen feeling her cheeks go red in embarrassment at that.

She actually forgot about that part.

But as they went quiet, Barry thought back to the real reason he had Pyrophobia.

Back on his Earth he was home alone at the age of twelve when a fire started due to a blown fuse and it trapped him inside of his room to where he thought he would die, luckily one of the neighbors called the Fire Department and they managed to put the fire out saving his life in the process.

Since then he has had a severe fear of fire.

"Got another one." Max called out bringing in a fish that was bigger than Barry's, not that he minded because he was glad to have something to take his mind off of his fear of fire.

"Nice." Barry gave a thumbs up while Jen frowned as she had yet to get a fish. "Bored?"

"A bit, I'm hoping the monster shows up though."

"Jen this is a fishing trip, not a monster hunt." Max said in amusement, although now he was wondering if she was joking or if they did see something the other night.

"It's called the Kraken." Both Jen and Max turned to Shaw while Barry rolled his eyes and looked out over the water, leaning on the railing, not listening to the conversation.

He already knew how it would go, Shaw would tell them what he knew, Max wouldn't believe him-yadda, yadda-then they find the Kraken.

Instead he just looked in the water, his reflection staring back at him and for a second he swore he saw it changed to how he looked before this mess started before it was back to his ten-year old reflection.

Giving a sigh, Barry just placed his hands in his pocket only to give a start and pull out the gumball.

Okay he knows for a fact he left this thing in his pants pocket inside of the Rustbucket and it wasn't there before, so why was it suddenly in his pocket now?!

Looking to see that Max and Jen were still talking to Shaw, Barry reared his hand back and flung the gumball, seeing it skip across the water.

A few seconds later he placed his hand back in his pocket to find it back there.

… Was this like that pen from the Percy Jackson series?

A small part of him actually found that cool before the boat came to a stop, Barry nearly falling over from the sudden motion.

"Do not enter?! What is this?!" Shaw snapped in annoyance with Barry blinking wondering how long he's been in his thoughts.

Max just shrugged. "Looks official, maybe we should turn back."

Shaw gave a slight glare. "Nonsense this is my lake, nobody tells me where to go-."

"Fishing boat stop where you are," Everyone turned to look towards another boat with the letters 'F.O.F' on the side as a man with auburn hair and beard spoke up. "I am Jonah Melville the founder of 'Friends of Fish' we closed this section of the lake for experimental study you'll have to turn your boat around."

"Suppose you make me fish hugger." Shaw said not impressed.

To be honest, Barry wasn't either-they were the bad guys right? Even if they aren't Barry had to say, seriously 'Friends Of Fish'? Yeah he'll remember that the next time someone wants to hang out with a shark.

Max on the other hand smirked. "But since I chartered the boat that puts me in charge here right Captain?"

Shaw frowned and gave Max a slight venomous glare before nodding in acceptance.

"But what about the Kraken?" Jen asked being heard by Jonah who gave a laugh.

"The Kraken? Not that old fish story, look I'm a Marine Biologist and somebody who tells you they've seen a monster in this lake is casting without a hook-."

"Hey we've seen it." Barry snapped at the man some annoyance showing. "Heck we've seen crazier things this last week than a lake monster."

"Barry." Max said pulling him back before he could say anymore.

"Sorry Mr-er Max, something about him just rubs me the wrong way." Barry said trying to hint that they were possibly the bad guys without outright telling them.

"Just because they 'rub' you the wrong way doesn't mean that you have to prove you're right by yelling at them." Max said with a frown.

' _Geez I feel like I'm being scolded by Mom._ ' Barry couldn't help but think as Shaw began steering the boat towards the docks.

"Well at least we caught a few fish." Max said with the cooler he had having six, maybe seven fish, most of them were caught by the older man.

While he walked off, Jen looked at Barry. "So they rubbed you the wrong way too?" She asked with Barry giving a nod happy that Jen got that.

"I don't know, something smells fishy with them." Barry commented before stopping and groaning. "Pun not intended."

Jen gave a deadpanned look. "I hope it wasn't."

Beeping could be heard from the cabin-area of the boat catching the Tennyson's and Barry's attention as Shaw spoke up. "The Sonar, we found something."

"Or something found us." Jen stated pointing towards the water where something was swimming fast, a fin showing.

Barry could just hear the Jaws theme playing when Shaw shouted out. "The Kraken."

Max, Jen and Barry looked overboard to see a large shadow pass beneath them.

"... Would it be immature to say I told you so?" Barry couldn't help but ask with Max giving a look that said 'not now' while Jen agreed with Barry on that.

"It's heading for the docks." Shaw said with Max and Jen's eyes widening while Barry winced.

Damn it, why didn't he remember this?

' _Calm down you missed one detail, not the end of the world._ ' Barry told himself right as the Kraken attacked the docks, knocking people into the water-Gwen included.

So he looked at Jen. "What are you waiting for?" He asked with Max nodding.

"Someone has to rescue those people."

Jen gave a wide grin and jumped overboard. "Ripjaws to the rescue."

"... So her plan is to terrify people as a fish with giant teeth?" Barry asked in a deadpanned tone while Max shrugged.

Truthfully the older Tennyson knew that Jen was thinking of the terrain advantage, but a flash of light passed before XLR8 popped out.

"Really?!" XLR8 asked in a tone of annoyance. "Okay I can make this work."

The helmet closed before she took off running, stumbling a bit.

"So what do we do?" Barry asked Max only for Shaw to come out with a harpoon gun.

"We hunt that monster that's what." Shaw said before pausing. "Where's the little girl?"

Both Max and Barry exchanged glances before Barry said nervously. "Uh she jumped overboard to get her cousin."

"Idiot move but that shows courage." Shaw muttered watching as the Kraken was tearing through some ships while XLR8 shot passed rescuing people, making sure none of them drowned. "Two Monsters? A better challenge."

"Hold on, doesn't the Kraken look like it's searching for something?" Barry asked trying to distract the guy because from the way he was talking he might try to shoot Jen as well as the Kraken.

"Could be," Max said catching onto what Barry was doing but also seeing the truth in it. "And if that Kraken has been around for this long without people knowing then something is really wrong here."

"Doesn't matter, the Kraken dies." Shaw said although he did agree as this was a bit too strange.

Thankfully the Kraken disappeared under the water after attacking the F.O.F boat much to Shaw's dark amusement before he began to aim it at XLR8 who was running towards the boat surprising Barry as this was something he doesn't remember happening at all. "Just a second, I'm getting one of the beasties-."

Seeing what was happening as well as hearing the familiar beeping, Barry thought fast and pretended to trip-using the boat's rocking to his advantage, knocking into Shaw right as he shot missing XLR8, who duck in astonishment that the man shot at her.

"Watch where you stumble boy!" Shaw said glaring at him right as a red flash filled the area.

"Hehe sorry?" Barry tried nervously while Max helped Jen get back on board.

"Tough luck Shaw, we should get back to shore before anything else happens." Max said taking Shaw's attention off of Barry completely but he gave Barry a wink showing he saw what happened.

"I can't believe he shot at me." Jen muttered in annoyance her hair sticking to her head from the water, with Barry shrugging. "I oughta go Four Arms on him."

Jen looked at the watch frowning as it was red at the moment.

"Well at least he missed." Barry said with a chuckle.

"Yeah, thanks." Jen grinned at him. "I saw you trip into him before he shot at me."

"No problem, you saved my life quite a few times already." Barry said looking away as he remembered the times he was put in danger here.

For once he actually helped out-even if it was a small one.

* * *

"I told you there was something out there," Jen said as people were packing up and driving off while they had a campfire going on with her wrapped in a towel to help dry off. "That was the same thing that tried to munch on me last night. Shaw, Barry and I were right."

"Just because Shaw was right doesn't mean he's right in the head or did you forget when he shot a harpoon at you?" Max questioned with Gwen frowning her opinion on Shaw a bit clear with how while the man didn't know it was Jen it was still the matter of him shooting at her. "I want you to stay away from him. He's trouble."

"You're just being stubborn." Jen said looking away as she just wanted to go after the Kraken.

"Pot meet Kettle, oh look you both match." Barry said earning a look from both Max and Jen. "... Shutting up now."

"He does have a point, both of you are pretty stubborn." Gwen voiced with Max sighing knowing that was true.

"We'll leave this to the experts like those Friends of Fish guys."

"You mean the guys who nearly got munched on for a couple of sandwiches?" Jen asked with clear skepticism.

"And clearly a Peta rip-off?" Barry joined in his arms crossed before wincing as they looked at him. "... Okay why did the word Peta just pop into my head?"

Poor recovery but it did save him from a few questions as both Gwen and Jen believed it.

Max on the other hand just looked at Barry a bit longer before turning back to Jen who spoke up. "And experts? Them?" She asked a bit insulted. "Who better to snag a monster than the girl with the monster buster on her wrist?"

"I guess this is going to be the one that got away Jen." Max said without any hesitation.

"... Please tell me you didn't plan that joke." Barry deadpanned with Jen giving a slight nod in agreement.

"This coming from the two who usually makes puns in situations?" Gwen asked as while Jen does it way too much, Barry was starting to follow her in that.

"I'm the hero and he's the sidekick we're supposed to do that." Jen said with Barry giving a slight nod before blinking.

"Wait-since when am I the sidekick?!"

"Blasted fish kissers." Everyone turned to see Shaw walking by, thankfully not hearing the conversation.

"Captain Shaw? What happened?" Jen asked curiously barely hiding the bite in her tone.

"Those environmental punks shut down access to the whole lake, nobody tells me where to sail." Shaw said sounding very annoyed. "And nobody is going to keep me from reeling in the catch of the century."

"... He must grow on people slowly." Barry said to break the silence before Max sighed.

"Come on, let's get ready for bed, tomorrow we drive off."

* * *

Barry grumbled when someone shook him awake in the middle of the night before a hand covered his mouth making his eyes snap open to see Jen who had a finger to her lips, signaling for him to be quiet.

He blinked before looking to see Gwen and Max sleeping while she had her clothes on along with a life jacket.

"What's going on?" Barry asked a bit hesitant.

To be honest he thought Jen would sneak off without waking anyone up and he could at least get a little sleep before crap hits the fan.

"Come on, we're hitching a ride on Shaw's boat." Jen whispered helping him up before pulling Barry out of the RV.

"Oh." Barry said tiredly before what she just said registered. "What?!"

"Ssh," Jen looked towards the RV relieved to see that no one woke up. "Come on we have to hurry."

"Hold up, why the heck are you bringing me?" Barry asked in disbelief but he followed as he was already up.

"Would you rather be there when Grandpa wakes up to see me gone?" Jen asked looking back at him.

"... Yes, that way I have plausible deniability." Barry told her before they saw Shaw's boat. "And for the record this is a horrible idea."

"I don't see you turning back." Jen said with a frown.

"Because someone has to make sure you don't do anything stupid." Barry told her a smirk on his face that Jen copied a second later.

"Alright… Sidekick."

Barry glared for that one. "I'm not the sidekick."

They had to go quiet right as they snuck on the boat with Shaw approaching it, the two ducking underneath a blanket just in time.

As the footsteps echoed past them, Barry sighed. "No turning back now." He muttered looking at Jen. "You do realize we are so going to get busted for this right?"

"Didn't you say something similar when we pranked Gwen?" Jen asked curiously.

"Yes and we did, this will be worse." Barry said leaning back to get comfortable as this could be a long boat ride.

Nothing else was said as they could hear the boat humming. "You still awake?" Jen asked after a bit with Barry giving a small grunt to show that he was despite nearly nodding off.

"Bored?"

"Little bit, I just want to get straight to the action."

"You're addicted to adrenaline aren't you?" Barry asked giving her a look with Jen not saying anything to that.

"Well not that, I just like helping people and if I ignore something like this then what kind of hero am I?" Jen said looking at the watch.

Barry frowned at that a bit surprised before he gave a sigh. "Jen, being a hero isn't about just fighting the big baddies," He said rubbing underneath his nose as it was beginning to itch. "Yes that's what most of the stuff is but the real hero is one who tries to find the peaceful solution to everything instead of going in guns blazing."

"Is this like your advice to thinking before jumping in?" Jen asked with a raised brow, Barry giving a nod to that. "Where do you get this stuff?"

"... I don't know." Barry looked away as this was stuff he learned reading books and comics along with his own life experiences back home.

Jen however saw him looking away as something else. "Hey we'll find your memories soon." She said with a smile, although what she said was making Barry feel worse.

"Right." Barry forced a smile on his face, hiding any discomfort he felt before Jen yawned and went to stretch her arms, accidentally knocking something over.

"Hey! No stowaways on me boat, even if you are rats-." Shaw stopped giving an incredulous look at the two ten year olds on his boat.

"Uh First-Mates Tennyson and Barry reporting for duty?" Jen asked nervously.

Barry just looked at Jen. "I told you this was a stupid idea."

Shaw didn't look amused at all before Jen spoke up. "We want to help with the Kraken." She said catching his attention.

"I don't need no stinking help, especially from him due to how he made me miss that other creature." Shaw pointed an accusing finger at Barry.

"Hey I said sorry geez." Barry said glaring but Jen quickly intervened.

"And he wants to make up for it by helping." Jen said covering up for Barry who rolled his eyes.

"Look I appreciate the sentiment lass, but Captain Shaw works alone." Shaw said before sighing. "But I can't take ye back now so just stay where I can see ya."

After a moment they reached the area the Kraken was last seen when Shaw came out dressed in scuba gear. "She's probably been chased deep by our fishy friends, only one way to flush her out, with a little live bait."

Jen looked a bit unnerved by how he said that. "Maybe I should go with you, just in case?" She suggested as the watch would give her an advantage.

"No need lass, I have my dive buddy right here," Shaw held up the harpoon gun before making it to the railing. "Wish me luck."

As he dove into the water Jen looked towards an extra scuba suit and smirked.

"Let me guess I'm watching the boat?" Barry asked with Jen giving a nod, rushing over to put it on.

"I have the watch to help me out, plus there's only one suit, sorry." Jen said struggling before Barry sighed.

"Here." He said helping her get into it but paused when they were trying to attach the air tank to her back. "... I have no idea what I'm doing here."

"Cool, neither do I." Jen said before she was fully prepped and Barry couldn't help but think of how odd it was that a dive suit in Jen's size was there-.

Wait, maybe Paradox had something to do with it?

"Hey Jen be careful." Barry said with Jen about to jump into the water.

"I'll be fine it's the Kraken who should be worried." Jen said pulling the goggles on before jumping into the water.

Once she was in there, Barry sighed and messed with his hair. "That's what I'm worried about." He said knowing the Kraken was the real victim here because her eggs were in trouble.

Minutes passed as Barry began to pace the boat, worried about how it would go but also feel relieved that he wasn't down there-.

He stopped at seeing something coming through the dark and his eyes widened.

Crap, the F.O.F takes over the boat!

Taking a step back, Barry looked for a place to hide before seeing a floor panel. So he took the chance to open it and look relieved.

It was big enough for him to hide in due to his age.

So he jumped in there, closing it not a moment too soon as footsteps could be heard boarding the boat with hushed voices and he couldn't exactly hear what was said.

'Well this sucks.' Barry thought after five minutes before a loud thud was heard.

"Don't you know night diving is dangerous old man? Unless of course you went with a friend?" Barry could barely hear.

"I work alone, I ain't got no friends." Shaw snarled a bit.

"And with a sparkling personality like yours, but I know you're lying before we boarded this ship we saw something move, one of those kids perhaps? So any hiding places on your ship?"

"You must be seeing things lad, I hate kids." Shaw told him. "Never would've had them on my ship if that old man didn't charter my boat, now what do you want? I have nothing for you to steal."

"Oh you have us wrong we just want information, like what did you see?!"

"Nothing, same as always."

Barry strained his ears before he heard a loud thud after the sound of someone being punched. "Well I have to be sure."

After that the voices were hushed as he could hear them leaving.

"Good I'll wait for a few moments before I come out-." Something else hit the boat and Barry swore he heard beeping-.

' _Oh crap._ ' Barry went pale as one more important fact came to him.

The last thing he saw before blacking out was an the ship breaking apart from the explosion.

* * *

"Barry!" Jen shouted as she saw the explosion-the sound of it masking her voice as the F.O.F drove off.

Diving underwater, Jen looked throughout the remains of the ship worried out of her mind and hoping he got off the boat in time before she saw Barry's body floating with the burning debris, some blood going down the side of his face along with some burns showing before she grabbed him and pulled him up.

Breaking the surface, struggling with the added weight, Jen saw her watch was finally green, something that annoyed her as it would've been better sooner.

So she pulled Barry to one of the boards and went to try to wake him up.

Coughing could be heard as Barry threw water up, Jen looking extremely relieved. "You're alive." She would've hugged him too if it wasn't for the fact they were barely above the water.

"... What?" Barry shouted his ears ringing and clogged with water.

Jen looked at him before looking towards the other boat. "Shaw is captured." She said and this time Barry heard her.

"What are you waiting for? Go!" Jen gave Barry a worried look. "I'm fine now go."

Jen hesitated before giving a nod.

Climbing on top of another board, she messed with the watch and a second later Stinkfly was taking to the air right after the bad guys.

As soon as she was out of sight, Barry coughed, this time some blood came out. "I can't believe I'm still alive." He muttered the taste of iron in his mouth.

He survived a freaking explosion.

Looking down, Barry froze when he saw a huge shadow pass underneath him.

"Oh God no," Barry muttered with the head of the Kraken breaking the surface looking right at him. "Come on are you freaking kidding me?! Give me a break already!"

His heart was pounding in sheer terror against his ribcage as the Kraken lowered its head to look at him.

"... I definitely crapped myself." Barry muttered closing his eyes, waiting to be eaten, especially when it grabbed him with one of the tentacles on its face.

Much to his surprise, Barry saw that it didn't go straight for its mouth, instead it began to swim towards shore while holding him.

"Y-You're not going to eat me?" Barry asked in disbelief.

It's eyes just glanced at him before giving a nod.

It just understood him.

His disbelief turned into relief.

* * *

"Any sign of Jen, Barry and Shaw?" Max asked with Gwen using a pair of binoculars looking for them.

He was extremely annoyed to waking up to use the bathroom only to find that both his super-powered Granddaughter and the maybe amnesic boy were gone, it didn't take a genius to figure out where they went.

"No sign of them-." Gwen stopped when she heard the watch beeping the two of them looking up to see Stinkfly heading their way with a tied up Shaw only for the watch to time-out mid flight, Jen screaming as she landed on the collapsible shade.

"Ooh I hate it when that happens." Jen muttered with Shaw still knocked out.

"Jen." Max helped her down only to pause. "Where's Barry?"

"He's still in the water-."

"I'm right here." They turned to see Barry kind of limping towards them, it turns out the explosion did some damage to his ankle-it wasn't broken or fractured thankfully just sore.

"Whoa, how did you get here so fast?" Jen asked in surprise.

"Forget that, what happened to you?" Gwen asked seeing his state.

"Uh yeah long story short the boat blew up and then the Kraken gave me a ride to shore." Barry said wincing as Max gently placed a hand on his shoulder.

"Come on, we should get you looked at."

* * *

"And the Kraken's nest is full of eggs, no wonder she's still attacking everything." Jen explained with Shaw awake and untied while Max was bandaging up Barry's forehead where the burns were the worse after he got cleaned up. "Jonah is stealing her eggs."

"And I think I know who Jonah is," Gwen said getting the attention. "I did some digging on Friends of Fish-."

"Still a stupid name." Barry interjected.

Gwen continued as if he didn't say that but she did give him a bemused look. "It's not listed on any environmental website, but I did find this," She turned her laptop around to show various pictures of Jonah. "He isn't a friend to any sort of wildlife, he travels around the world poaching rare animals, then crates them up and sells them to private collectors."

"Crates them up-?" Jen's eyes lit up after she held her chin for a second. "I bet that crate the Kraken took back had her eggs in them."

"Looks like we were both a little hard-headed." Max said slamming a fist down on the armrest of his chair.

"We have to stop them, I remember them saying something about heading down to the Cannery."

"This doesn't change a thing, Mommy or not this beast is mine." Shaw said standing up with Barry glaring at him.

"Hey that 'beast' saved my life you old man." Barry snapped at him.

Shaw just ignored him, not wanting to admit that he was right as he left. "Come on, I have a spare boat at the docks, we'll head them off."

"Or we could call the police." Barry deadpanned at him. "I'm certain this Jonah is wanted by the authorities."

"And risk them facing the Kraken?" Jen asked with a smirk. "We'll call them as we do this."

Max however got up. "Come on, let's get the boat before he gets back." He said stopping Barry who stood up. "You wait here-."

"Sorry Max but you want me to stay in the same area as him when he realizes you steal his boat?" Barry asked making Max pause at his point.

"Fine but you stay in the boat, understand?"

Barry gave a nod.

* * *

Needless to say, Shaw didn't take them stealing the boat too well but they were too far away to hear him despite Jen apologizing to him.

"Don't think we're not going to talk about you two sneaking off like that when this is done." Max said making both Jen and Barry wince. "You won't be in too big of trouble given your hunches were right but you shouldn't have done that."

"Yes Grandpa." Jen said looking down.

"It won't happen again." Barry tried to promise but Max just looked towards them.

"Even I know it probably will." Gwen commented right as they made it underneath the docks of the Cannery.

"Alright you two go find the eggs." Jen said seeing the watch charged.

"You're going to kick their butts?" Barry asked with Jen giving a nod. "Cool, punch one of them for me will you?"

"Deal." Jen said to him before turning into Ripjaws and Barry couldn't help but shake his head at the difference between this one and Ben was the fact that Ripjaws was wearing a two-piece scale-like bikini.

Max gave a nod before looking at Barry. "Remember-."

"Stay in the boat, got it." Barry said to him. "Scouts honor."

At that moment the Kraken shot out of the water knocking everyone into the water, making that promise moot as its head slammed through the docks.

Barry broke the surface spitting water out. "Good thing I'm not a scout." He muttered before Max and Gwen followed suit coughing.

"Okay new plan follow us but be careful." Max said while Ripjaws stayed underwater.

Making their way through the Cannery Max, Gwen and Barry could hear the roars outside. "Man I would hate to be those F.O.F people." Barry muttered, Gwen giving a nod right as they saw another room where one of them was getting some guns.

Barry stared at the guns, a bit tempted to grab one for himself as he could see a pistol there.

Max turned to them and started to make hand gestures as if this was a military operation and after a few gestures Barry spoke up. "You getting this?" He asked Gwen.

"Not a word."

Max blinked before doing a facepalm forgetting that they were children with everything that happened.

A trapdoor opened to show another F.O.F guy who was knocked off the docks by the Kraken earlier-amazing he survived really and aimed a pistol at them.

Max quickly got in front of Gwen and Barry. "Okay buddy we can either do this the easy way or the hard way." He said cracking his knuckles. "What's it going to be?"

The guy smirked and turned the safety off right as a tentacle slammed through the floor behind him, causing for his smirk to disappear.

"Go high!" Max ordered as there were fish hooks above them and the three jumped, using their weight to have the fish hooks slide across right as the Kraken broke the floor underneath him.

"Is it bad I'm getting used to this?" Gwen asked wishing for once they could do something normal.

The other guy went to shoot the Kraken but ended up running into Max's foot as Gwen let go landing on the guys head making sure he was knocked out.

After a moment Gwen looked at Max. "Is this the easy way or the hard way?" She asked with a frown while Max looked amused.

"When this is over can you teach me to move like that?" Barry asked as Gwen's gymnastics looked extremely handy here.

"Hm I'll think about it." Gwen said to him.

"Come on, we need to go." Max said gesturing them to follow him.

Barry hesitated before he ran into the room and grabbed the metal high-tech pistol pocketing it before pulling his shirt over the handle.

Thankfully the safety looked the same as a regular gun so he could see it was on.

After that he ran after Max and Gwen, feeling safer now that he had a weapon.

He made it in time to see Shaw rowing his boat towards. "I got one, a Kraken, one of the eggs must've hatched." He said with Barry seeing Ripjaws in the net looking a bit uncomfortable. "Imagine this trophy on my wall."

He didn't seem to hear the beeping while he spoke and Max despite a little angry at what the man was saying considering that was his granddaughter put on an amused face. "I don't think your catch of the day is exactly what you think it is."

Looking confused, Shaw turned back to see Jen in the net looking sheepish.

Now the confusion was evident on Shaw's face as he took his cap off to scratch his head. "But I could've sworn."

* * *

Back in the RV, Barry looked ready to pass out as it has been two nights without much sleep for him while Jen was playing Sumo Slammers and Gwen typing in a laptop.

They had Barry checked out at the Hospital earlier due to the fact that he was in an explosion, although the story they gave was that Barry woke up early and wanted to cook something but the water spilled on him, missing most of him-to explain the burns.

It was a bit tricky but they got away with it, although Max was also worried about something else.

The Hospital couldn't find any records on Barry and it took a lot of lying through his teeth to talk his way out of that and was thankful that some of the doctors he spoke to were ex-Plumbers just like him, but now he was even more certain that the boy was hiding something.

After all people with no hospital records don't just appear out of nowhere. But he kept quiet about his suspicions.

So far despite all the weirdness of this situation, Barry hasn't really done anything to warrant any distrust, in fact he's done nothing but help them upon Jen finding the watch-could Barry be connected to it in any way? The events that day just proved to Max that Barry didn't have any amnesia, but if that was true why lie about it?

While he wanted to find out the answers of what was going on, after everything Barry has done for them he was willing to give to give him the benefit of the doubt for now and hopefully Barry would trust them enough to tell the truth.

He looked in his rearview mirror to see Jen elbow Barry awake much to the boys annoyance to try and get him into Sumo Slammers while Gwen made a remark that had Barry snort earning a glare from Jen.

Max couldn't help but smile.

This was another reason he was giving Barry the benefit of the doubt, both Gwen and Jen got along quite a bit with him around as a mediator and he could see clearly that Barry had no ill will towards them if his interactions were to be believed.

"Excuse me, I'm going to use the bathroom." Barry muttered standing up to head in there.

As he did that and locked the door, Barry took the pistol out of its hiding space in there and looked at it along with the gumball in his pocket.

"Good thing Dad taught me how to shoot a gun at the shooting range." Barry muttered looking it over as he was itching to take it apart to clean it and put it back together but he put it back.

Once that was done he gazed at the gumball before pocketing it.

All of his doubt was now gone after that adventure with the Kraken.

While he still worried about his place in this world in trying to fix the damages it was what Paradox that told him that made his resolve.

There wouldn't be a world for him to go back to if he eats this or fails, so he can't quit or feel doubt.

"Mom. Dad. wait for me." Barry whispered pocketing the gumball and flushing the toilet to make it look like he was leaving.

For now, until his job in this world was complete he was going to help out in anyway he can.

 _ **To Be Continued…**_

 _ **Man this took freaking forever to type as I wrote myself in a pitfall with Max thinking about taking Barry to the police station at the end of the last chapter but I hope you enjoyed this one as it had more original content than anything else and it's a lot longer than the last two chapters.**_

 _ **Major progress for Barry who was in doubt now having resolve and a weapon-those guns the Friends of Fish (Still think that's a stupid name) seemed high-tech so I had him snatch one along with him slowly getting more comfortable with the Tennysons.**_

 _ **Now Max knows for sure that Barry is hiding something but for now is willing to go along with it, he has no other clues for now because how can you look for a family if you don't have any papers to look into?**_

 _ **Also we had Paradox show up again and this time it's shown that Barry has an extremely fragile mind. After all how does one stay sane by experiencing death? Being pulled out of limbo into a world that is a cartoon to you and then the deadly situations that follows? You don't, think of it as something to expand on much later.**_

 _ **Finally Barry was kind of useful in this chapter with making sure Jen wasn't shot by Shaw and giving his little 'words of wisdom' that he knows along with the reasons for his Pyrophobia. Oh one more thing, yes Jen now has the Kraken in the Omnitrix for those of you who saw that little part, figured it was something that should've happened.**_

 _ **Alright I have a poll up to determine a bit of Barry's future so hope you vote.**_

 _ **So let me answer the reviews and hopefully the next chapter won't take so long.**_

 _ **Rexfan13333: It's no problem and I may have them meet Ben Tennyson later on. As for the female Kevin idea it sounds like it would be funny but then people would assume I'm making a 'harem' thing for Barry which won't be happening besides I can't really see Kevin as a girl, sorry.**_

 _ **Angryboy13: I actually didn't think of Maltraunt when I began this story, sorry but it's Eon.**_

 _ **Mario986: Oh man that would actually be funny… I'll be putting up a poll soon.**_

 _ **Bfar2003/Ventus Kurosaki: Interesting choices, I'll be having a poll soon but some of these won't make it-Super Saiyan because that's way too OP for him, don't really know Kamen Rider that well and no Omnitrix for Barry that's Ben (Jen's) thing. Thanks for the suggestions.**_

 _ **Guest1: Sorry I didn't mean to make it sound like your review was harsh it was late at night when I typed that and I was rushing, the review wasn't harsh at all as you gave a lot of good points. Ship tease moments will come in this story, and I hope to make it to AF and UA for Ben 10, Yeah I never understood on why some people don't take their time and just jump into it. And thanks for the compliment about this story being good with quality and sizes of chapters. Tell the truth I'm not really that satisfied with some of it as I try to do better. Again sorry if I sounded like I was annoyed.**_

 _ **Guest2: Thanks and as funny and awkward as that would be no female kevin sorry.**_

 _ **Shogun lord poke burst: Sorry for the wait, had a lot of writers block for this one.**_


	4. Attack of the Old People

_**Chapter 04: Attack of the Old People**_

Barry stood to the side with a bit of a bored look on his face while both Jen and Gwen were looking through the different Ice Cream flavors with Max outside at an ATM.

"What do you have that's nonfat with less than three percent sugar?" Gwen asked with the guy at the counter looking like he wanted to be anywhere but there.

"Napkins," He said sarcastically looking from a now frowning Gwen to Jen. "What about you kid?"

Jen went to answer only for a noise to make them turn their head to see someone approaching the ATM with a hook that was chained to a truck, making it obvious what was about to happen. "I'm about to go Rocky Road." She quipped making her order before running out there, activating the watch.

The man raised a brow before chalking it up with a kid being a kid and looked at Barry who cupped his chin in thought.

He was never one to turn down ice cream.

"Do you have any Berry Sherbet?" He asked with Gwen giving a snort. "What?"

"Berry Sherbet? Any particular reason you like that one?" Gwen asked with Barry blinking before he thought about the similarity to his name.

"I like fruit, sue me." Barry said with a shrug whilst crossing his arms. "So what are you ordering?"

As he spoke he looked out the window to enjoy the show of Jen as Upgrade taking down the robbers-he has to say she was getting much better at this since she first got that watch. Using Upgrade in that situation was smart.

It was mildly entertaining seeing them go down.

"I'll just take a Vanilla Ice Cream." Gwen said the man giving a nod as he got to work.

Barry had to give the man credit for not even blinking as Upgrade was taking down the would-be robbers.

Moments later they were exiting the ice cream shop, Gwen holding hers while Barry was holding his and Jen's cone right as Max placed a foot on the chest of the robber who pushed him away from the ATM. "Where do you think you're going?" He asked sarcastically looking from him to Upgrade. "Good work Jen."

"Oh yeah, I'm ready for anything bring it on," Upgrade gloated her voice sounding like a robot. "What's next?"

"We're heading off to see your Aunt Vera for the weekend." Max said and Barry could just see the anticipation fade away on Upgrade's stance.

"Boring old Aunt Vera?!" Upgrade asked in disbelief falling to her knees. "Nooo."

The watch seemed to have timed out right as she did that while Barry raised a brow.

"Should I ask?" Truthfully he didn't see anything boring about seeing her Aunt Vera because he rarely saw his family back home due to his parents living far away from both sides of them.

"It's just Jen being Jen." Gwen said with Barry accepting that before approaching Jen.

"You might want to start eating this before it melts." Barry said holding the Rocky Road out while he had his Sherbert Ice Cream.

Jen just had a defeated look on her face while she licked her ice cream moments later on the road.

"You know when Aunt Vera said she wanted to move away from it all she really meant away from it all." Gwen commented finishing her Ice Cream up already.

"This whole summer was supposed to be F.U.N, not hanging out at some old ladies place." Jen muttered absently licking her ice cream that was beginning to melt.

"I like Aunt Vera." Gwen commented Jen rolling her eyes.

"Duh that's because you act like you're a hundred years old."

"Well I can't say anything because I don't know this 'Aunt Vera' of yours but shouldn't you be a bit happier you're seeing family?" Barry asked curiously.

"He has a point Jen, she doesn't see us all that much." Gwen said with Jen looking out the window.

"That doesn't make it any less boring."

"Yeah well we could use a little boring with everything that's happened," Gwen said sitting back down with her arms crossed. "No Aliens, Robots or Lake Monsters."

Barry just shrugged and looked out the window to watch the other cars pass by.

This one he definitely remembered.

It was those shape shifting aliens that impersonated old people, what were they called? It started with an 'L'.

...Gwen is going to be annoyed when she finds out this wasn't going to be normal-heck he never really seen the Tennysons do anything normal in the series.

Deciding to put it in the back of his mind, Barry turned back to see Gwen now on her laptop while Jen was still pouting a bit.

"This is going to be so boring," Jen muttered with them just now reaching the neighborhood. "Their idea of excitement in this place is probably watching the grass grow or something."

Jen looked out the window just in time to see an elderly fall from the roof, but ended up doing a backflip landing perfectly.

"Whoa did you guys see that?!"

"I did." Barry said mentally giving the flip a ten while Gwen looked up from her laptop only seeing other elderly people walking by.

"See what? The heat must be frying that pea-sized brain of yours."

"You two are just incapable of getting along aren't you?" Barry deadpanned as Gwen had a smirk for her comment while Jen glared at her looking at the watch to see it was still recharging.

"What was your first clue?" Gwen asked still sore about the Stinkfly goo balloon.

Deciding not to get involved lest he had to choose sides, Barry wisely leaned back.

* * *

Barry felt uncomfortable as they stepped out of the RV with the sun burning down on them. "Man you weren't kidding about the heat," He muttered already beginning to sweat. "This is insane."

"I know, why do old people always have to live where it's so hot?" Jen had a hand over her head to try to shade her eyes before crying out as something cold splashed against her neck, turning to glare at Gwen who looked mischievous for once while holding a water gun.

"... Now I can see the resemblance," Barry quipped earning a shot to the face from the water gun, honestly it felt better than the scorching heat. "Thanks."

Looking around the tranquil neighborhood, Barry found himself looking at Vera's neighbor Marty at the same time as Jen to see him give out some sort of roar with his head turning at an unnatural angle before closing the blinds.

"They really know how to make you feel welcomed here." Jen said a bit freaked by that as that wasn't normal.

Barry went to make a comment about him being the grudge before catching himself as that would blow his cover-... Do they even have the grudge here?

He managed to find the time to look some stuff up as Gwen showed him a few things on the internet to see if he would recognize some stuff that were on there.

Stuff like TV shows, movies or music.

He didn't recognize anything, the cartoons were extremely different and they had no DC or Marvel Comics which had him close to shambles because he loved reading those ones.

They also don't have his favorite games, so no Dead Space or Dragon Age-... Then again given his current age he wouldn't be allowed to play them. The curse of being ten once more is that you can't play the best games or buy them without help… Well that and the thought of going through puberty again had Barry a bit uncomfortable.

"Just watch your cheeks, Vera is a pincher." Max warned with a chuckle right as the door opened to show Vera Tennyson, an elderly woman in a purple shirt and shorts.

"Max." Vera called out in joy with Max having a smile.

"Vera." The two siblings exchanged a hug with some chuckles.

"I can't believe you're finally here and look at these two," Vera said letting go of Max to give Gwen a hug before pinching her cheeks. "So grown up."

"Ow." Gwen muttered while Vera did the same to Jen who winced, repeating what her cousin said.

After that Vera noticed Barry who tensed, looking ready to run for the hills if she tried to pinch his cheeks. "Oh who's this?" She asked curiously.

"This is Barry he's a friend of Jen and Gwen's." Max said reaching back to push Barry forward a bit so he wouldn't be able to run.

"Aw he's so adorable." Vera began pinching Barry's cheeks as he winced.

Gwen and Jen weren't kidding, this hurts.

"Well come on in, I can't wait to chew the fat with all of you," Vera said with a smile, leading them into her home. "You arrived just in time for dinner."

Barry blinked as it was only two in the afternoon, shouldn't that be lunch?

"Ugh," Jen covered her nose. "Why do old people's house always smell like somebody is cooking socks or something?"

"Rude much?" Barry asked looking at her.

Sure the smell can be a bit much but it wasn't that bad.

"Yeah Jen, Aunt Vera could hear you." Gwen chastised her with Jen sticking her tongue out at them.

"Sure both of you team up on me." Jen said crossing her arms. "You can't honestly tell me this is fun."

"Yes I can." Gwen said with no hesitation.

Jen just quirked a brow looking from Gwen to Barry who she saw hesitate. "We only just got here so I can't say anything yet." He said hoping she would drop it.

Moments later they were eating dinner, well Barry, Max and Vera were while Gwen and Jen looked at theirs. "So what's this brown stuff in the mold?"Max asked curiously.

"Pork Chops and the white parts are cauliflower." Vera said proudly with both Gwen and Jen making a face before seeing Barry continue eating.

Seeing their stares he just shrugged and took another bite.

Food was food. Plus he loved Pork Chops and growing up the first time he outgrew the childish hatred of vegetables.

This was his first time eating them in gelatin form though, so it was a new experience he was happy to take.

"So Jen what have you been doing so far this summer?" Vera asked curiously.

Jen just put down her spoon. "Dealing with alien life forms." She said with no hesitation whatsoever.

Vera began to chuckle. "Oh you." She said when Barry spoke up.

"Man this is delicious," He said with Vera smiling and she reached over to pinch his cheek since he was nearby. "Ow."

"That's nice of you dear, what about you? Have you been dealing with alien life forms too?" Vera asked with a chuckle.

Barry contemplated his answer before saying. "Yup." Not wanting to say anything about his 'supposed' amnesia.

"Aunt Vera, is that a stuffed North Carolina Cardinal?" Gwen asked catching Barry's attention before he saw Jen slide some Gelatin Pork Chops onto his plate.

"What? You'll eat it." Jen said not wanting to eat this.

Barry just shrugged.

More for him.

"Very perceptive and did you know they're the state bird that's usually seen in Winter?" Vera asked with Gwen giving a nod.

"Well I'm stuffed." Jen said as Barry devoured the food in front of him, giving off a burp that sounded real, earning a disgusted look from Gwen while Barry chuckled a bit childishly.

Then Barry blinked.

Okay since when did he act this childishly?

"Jen, do you want some candy?" Vera offered, the girl giving a grin.

"Now we're talking." She said taking a bite only to make a face and cough. "Coffee as a candy?!"

Barry now looked at the dish with interest.

Another thing he missed from being sixteen was that he could drink coffee in the morning and he was pretty sure Max wouldn't let them get any with their current ages.

"I need to use the bathroom." Jen said running off.

Finishing the Gelatin Pork Chops, Barry grinned a bit as he gave a slight burp.

' _I should really look into getting the recipe while I'm here._ ' Barry thought as this would be nice to make back home.

He saw the flash of green light underneath the bathroom door and sighed.

Looks like Jen was going to make some fun for herself.

He idly watched while Vera handed Gwen a shell. "Can you hear the ocean?" She asked.

Gwen's eyes widened a bit at hearing. "Loooserrr." In a low-pitched tone. "Loooserrr."

She turned to see Jen who was Ghostfreak turn visible while giving a creepy laugh. "Jen?"

"Uh are you sure you should be that form here? You might give Vera a heart-attack." Barry said a bit nervously as the woman was nearing her 70's by this point.

"I'm bored." Ghostfreak hissed out sounding like she was trying not to pout. "How can I not do this? Don't you know that all heroes have a dark side?"

Okay that sounded a bit off for Jen and Barry wondered if Zs'Skayr was showing himself sooner.

A bit worried by that train of thought, Barry spoke up. "Can I come with? I'm a little bored myself."

Gwen gave him a scandalized look while Jen chuckled darkly. "I'll meet you outside." She said fading through the wall but not before giving a mocking wave to Gwen. "See ya, wouldn't want to be ya."

As soon as Ghostfreak disappeared, Barry gave Gwen a worried look. "Did something seem off with her?" He asked hoping he was just imagining it.

"She's a dweeb, something is always off with her." Gwen said with a frown, although she had to admit that was a bit strange before she looked at Barry. "And what's with you encouraging her in this."

"More like wanting to keep an eye on her as I want to make sure Jen doesn't get into too much trouble." Barry told her and Gwen gave a nod of agreement at his reasoning.

Trouble did seem to follow her around.

So he looked at Max who was still talking to Vera. "Hey is it alright if Jen and I go outside while the sun's out?"

"Huh oh sure just stay close." Max told him looking from him to the bathroom door and guessing what she did.

Giving a nod, Barry made it out to see Ghostfreak appear right in his face nearly making him scream in surprise. "What took so long?" She asked a bit annoyed at having to wait while she had a time limit.

"Had to tell Mr. Tennyson I was heading outside," Barry said with Ghostfreak giving a nod. "So what's the plan?"

Truthfully he was a bit nervous, not about Jen but about the form she took here.

If Ghostfreak did escape now they would have time to prepare as the sun was still up but Barry doesn't have a plan for if he did escape sooner.

"There has to be something fun to do around here." Jen backed up with Barry barely resisting the urge to sigh in relief while she looked around, her one eye widening at seeing a Golf Cart.

Moments later, people stared as Barry sat in the back of the Golf Cart as it was seemingly driving itself.

"What? You're acting like you never seen a car drive itself." Barry said as if this was normal trying not to chuckle.

This was childish but it was way to fun.

All of a sudden the cart stopped much to Barry's confusion before he smelled apples in the air with cinnamon making him look to see Ghostfreak taking form right in front of some Apple Pie setting in the window.

"Jen." Barry groaned about to get up to stop her but Ghostfreak flew back looking pretty freaked out. "What happened?"

"I'm not stealing any pies here, Ninja Old People made it." She said making Barry blink.

"Ninja Old People?"

"Exactly." Ghostfreak began to drive the Golf Cart again, in an attempt to save face right before the sprinklers came on when Vera's neighbor was driving by as he let out a scream and nearly crashed into them dodging it, with a scared look. "Okay that was strange."

"This coming from the shape-shifting superhero?" Barry asked with a raised brow. "We following him?"

"Of course, I'm curious in what Mr. Friendly is up to."

They made it in time to see the man stretch his legs to go over a gate to the dump, surprising Ghostfreak while Barry had to make himself looked shocked.

"Stay here, I'll go check it out." Ghostfreak told him as she took off.

"Wait you could change back at any moment." Barry tried to say but she was gone with him groaning before he slid into the driver's seat and got ready to take off.

Moments later he saw the red flash and then Jen screaming as she was climbing the fence after an inhuman roar sounded from where the old guy probably was.

The man wasn't even attempting to hide now as he cleared the gate with Jen nearly at the Golf Cart, the girl looking surprised to see Barry ready to go. "Get in."

"You know how to drive that?!" She asked jumping in right as Barry took off, swerving to try and make it to the next road the old man chasing after him.

"I saw you." Barry lied to hide that he knew how to drive cars.

Jen blinked at that. "I was invisible-," She stopped when she looked back to see the old man getting closer. "Step on it!"

"This is as fast as it goes, we're in a Golf Cart not a Sports Car!" Barry snapped right as the man's hands reached and grabbed the top of the Cart. "Oi, get your own!"

"What kind of vitamins are these freaky old people taking?!" Jen asked grabbing a Golf Ball from the bag and throwing it, nailing the guy in the eye but he didn't even flinch.

"I don't know but I'm not going to lie I want some." Barry said thinking it would be amazing to move that well at that age. "Man why couldn't we play something like soccer instead of following the crazy old guy?!"

"You play soccer?" Jen looked surprised by that as she had a soccer ball in the RV.

"No, I'm just listing various things we could've done!" Barry cried out when the man managed to land on the hood of the Cart. "Please tell me you can go Four Arms-heck I would take Heatblast at this moment too."

"Can't, the watch has to charge." Jen said with Barry muttering about stupid drawbacks to her power.

' _Okay, what was their weakness?_ ' Barry thought trying to think in this situation, not really his strong point while Jen grabbed a golf club to hit the man's arms away as he tried to grab them.

Then he remembered how the man reacted to the sprinkler system. "That's it!"

"You have something?" Jen asked as Barry made a U-Turn heading right for the on Sprinkler System. "What are you doing?!"

"Showing this old man the best way to beat Summer Heat!" Barry said to her.

Good lord he really was starting to do puns, although he actually liked that one.

The man gave a hysterical scream when he saw where they were going and jumped off right as soon as both Jen and Barry drove in there looking soaked to the bone after a few seconds.

"Okay, what just happened?" Jen asked a bit stupefied at the man screaming as he ran off.

"Knew it, they can't stand water." Barry cheered with a fist pump happy that he managed to remember in time.

"Right when Mr. Friendly tried to steer clear of the Sprinklers the first time," Jen realized thinking back to that. "Nicely done."

"Thanks, we should go get Max and Gwen though."

* * *

They made it back to the house right as the sun was beginning to go down. "Grandpa!" Jen called out surprising them. "Gwen!"

"Ssh, your Aunt Vera is in bed." Max hushed her.

Jen looked confused. "Seriously? It's like six-thirty."

"That's not important, we have a very serious problem with that creepy neighbor being some kind of ooze monster-or Alien at this point I'm ready to believe anything." Barry said before Jen could use her explanation.

Max blinked and cupped his chin at hearing that while Gwen looked a little annoyed. "Seriously? Can't we get one normal day in?"

"Hey don't blame me, I wasn't expecting for that to happen." Jen snapped before an excited smirk came across her face. "I say I go Four Arms and we check out his apartment."

"Or we could just get the water guns as he seemed to have a bad reaction to the sprinklers." Barry commented as he doesn't see how Four Arms would work against something like the Limax's.

As Barry said that though, Max had a pretty good idea of what they were up against. "Gwen you still have your water gun?" He asked making it look like he was taking what he said in consideration instead of letting on about his past experience as a Plumber.

"I'll get it filled." Gwen said before looking at Jen. "I'm not trusting you with one though."

"Hey." Jen pouted a bit.

"You have the watch and you're pouting about a water gun?" Barry asked in slight disbelief.

"... It's the principle of it."

"Wow a three-syllable word." Gwen said with a grin earning a glare from Jen.

* * *

Searching Marty's place didn't really do any good, something that Barry expected as the next morning Gwen and Jen were in the kitchen the former making a cup of coffee for Vera while Jen was going through the fridge to get some breakfast.

"Prune Juice, Prune Juice and oh look more Prune Juice." Jen commented while Barry walked in his hair looking extremely messy carrying the water gun. "What's with old people and prune juice?"

Barry just looked at her while rubbing his eyes tiredly. "What's with you and complaining?" He asked tiredly.

Jen gave him a look for that. "What's with you?" She asked with Barry yawning. "And why do you have a water gun?"

"Just didn't sleep that well," Barry answered her. "As for this? I'm keeping it with me until we leave."

More like wide awake in fear just in case one of the Limax decide to try and kidnap him.

… What? He wasn't taking any chances because him being here definitely would've changed things to where it was possible.

"Morning Aunt Vera," Gwen said seeing the older woman enter the room. "How'd you sleep?"

"Just… Fine," Vera said in a monotone voice as she walked a bit robotically. "How about you?"

Jen had no chance when Vera began to pull her cheeks a bit harder than usual, leaving for her to try and escape while Barry took a step back knowing what was going on.

"I made you some coffee." Gwen said with a smile approaching Vera holding a tray with a cup of water and coffee before tripping, the contents shattering on the floor a puddle heading straight for Vera who jumped over it and did a perfect split in the air.

"Clean it up! Clean it up right now!" Vera shouted in a panic with Gwen looking wide-eyed while Jen's jaw dropped.

"S-Sorry." Gwen said with Barry quickly grabbing the water gun he kept in his room the other night and aimed it at Vera, pumping it. "Barry what are you-?"

She was cut off when Barry hit 'Vera' with the water making her cry out as her form change. "Jen! Watch! Now!" Barry shouted in a fit of panic.

Jen quickly activated the watch. "Four Arms here we go!" She slammed the face plate only to frown as instead of Four Arms she was Ripjaws. "Oh come on."

Deciding she could work with this, Ripjaws lunged at the Limax using her jaws to bite into it, nearly gagging from the taste before the Limax sent her into the ceiling and slammed her right through the window.

Snapping out of her shock, Gwen quickly grabbed the spray nozzle and aimed it at the Limax, spraying her until she was nothing but a puddle.

"What was that?!" Gwen asked while Ripjaws came back through the window gasping for air due to the summer heat, leaving for the girl to spray the alien fish.

"Thanks." Ripjaws muttered with Barry sighing.

Maybe with that done they wouldn't have to worry about Max being kidnapped in the middle of his walk?

It was a slim chance but it was there.

"That would be the creature Marty became so either we just solved the problem or there are more," Barry said checking the water gun to see that he used up all the water in it. "And since Jen made a mention of a Ninja Old Lady the other day I'm going with the latter."

"So what happened to the real Aunt Vera?" Gwen asked in worry while Barry shrugged, not wanting to let out that he knew.

"Truth be told I'm worried about what we'll say if she see's the damages." Barry said rubbing the back of his neck. "Did not think about that."

"We'll worry about that later," Ripjaws said shaking her head, the heat getting to her again. "Where's Grandpa?"

"Didn't he say something about an early morning walk before we went to bed?" Barry asked curiously while Gwen sprayed Ripjaws again to avoid her suffocating due to being a fish. "... We should probably think about keeping water at all times just in case that watch turns you into Ripjaws."

"Probably a good idea." Gwen agreed thinking about what would happen if they were in the Desert and that happened.

* * *

The three of them waited for the watch to change Jen back before heading out, taking care to bring water bottles and fill up the water guns. "So where do you think Max is at?" Barry asked hoping they would run into him while he was on a walk.

"No clue but right now we should head towards that trap door near the dumpster." Jen commented, the kids sneaking through an alley, hugging the wall when two old people passed by.

"Aliens, mutated animals, slimy ooze monsters," Gwen muttered still upset that her hopes for this being a normal day were shot down with extreme prejudice. "Why is it that ever since you found that watch you became a magnet for the weird?"

"Why is it that you always seem to complain when something fun is happening?" Jen returned earning a scandalized look from her cousin.

"Fun? I don't see anything fun about this, something bad could've happened to Aunt Vera!"

Not wanting any of the Limax's to find them, Barry quickly got between them. "Okay seriously you two need to find a way to get along without arguing." He said in disbelief.

Sure he knew from the show that they never got along that well in the beginning but it wasn't this bad.

He looked at Jen. "Gwen's right about your Aunt Vera being in danger, and not just her but whoever else they're impersonated." He said making her look a bit chastened before turning to Gwen. "I get that you want to do something normal for once but that won't be an option if we don't stop them, so please no arguing while we're in the middle of a crisis."

"Guys? What's going on?" The three turned to see Max walking towards them.

"Grandpa." Jen looked relieved at seeing him before Barry frowned.

"Hold up." He said taking the water gun out. "How are we sure you're really Max?"

While they did take out the Limax impersonating Vera, there was still a chance that this was an impostor.

"He's right." Gwen agreed not so sure herself.

Jen hesitated on that and that was all that 'Max' needed to stretch his arms to reach for her before Gwen fired her water gun.

"Hands off my dweeb of a cousin." Gwen commented with a frown while Jen glared before seeing the watch recharged.

Just in time because the screams the Limax impersonating Max was beginning to draw in the other ones. "Is the whole town replaced?" Jen asked in concern, activating the watch.

"Seems that way," Barry gulped nervously. "I think we're going to need a lot more water."

While he was still nervous, Barry thinks he's starting to get used to this type of stuff now.

Not wasting anymore time, Jen slammed her hand on the watch changing into Wildmutt.

"You chose dog breath?!" Gwen asked in disbelief while Wildmutt snarled before Barry blinked as Wildmutt bucked her head under his legs to get him on her back and used one of her arms to do the same with Gwen, taking off in the process the two hanging on for dear life as Wildmutt jumped over the Limax's using her claws to scale a house, jumping from roof to roof.

"I see the dumpster!" Barry shouted the place where they met 'Marty' coming into view.

Landing next to the dumpster, Wildmutt grabbed it and tossed it into the streets right into the oncoming Limax's to force them back before snarling at Gwen and Barry.

"Got it," Gwen slid off and began to unlatch the trapdoor before pausing. "That's scary."

"What?" Barry asked staying on Wildmutt as he aimed the water gun and fired at a Limax through the metal fence making it back up.

"I'm starting to speak mutt."

Barry gave a snort while Wildmutt growled at her before the trapdoor was opened.

Grabbing Gwen again, Wildmutt jumped down the trapdoor making both Gwen and Barry scream in fear before Wildmutt used her claws in the cavern wall to slow their descent.

"Ugh does the expression look before you leap mean anything to you?" Gwen muttered feeling a little sick to her stomach.

"I think that's the least of our problems," Barry commented looking straight up with the Limax's crawling down the cavern walls like something from the Exorcist. "As if they weren't creepy enough already."

"Move it," Gwen told Wildmutt right as the shape shifting heroine took off, Barry nearly falling off when Gwen reached back to grab his wrist. "Got you."

"Thanks."

"No problem." Gwen said with Wildmutt coming to a stop at a fork in the cavern. "Man this tunnel must go through the entire complex."

The two slid off of Wildmutt's back with Barry checking his supply of water. "Still which way do we go?" He asked looking curious. "Creepy hallway number one or creepy hallway number two?"

Gwen went to answer only for Wildmutt to snarl and bite two tendril like arms that shot towards the two, pulling to send 'Max' flying past them into the wall.

Raising the water gun to fire, Barry nearly crapped himself when the Limax moved quick and knocked it away before Wildmutt got between it and him, Gwen moving firing her own to make it back up while getting to behind her cousin.

Wildmutt lunged forward with a snarl only for 'Max' to grab her by the head and slam her into the ground, making the floor crack but Gwen made it back off before he could do more damage while Barry ran towards his water gun.

"Come on you wouldn't hurt old Grandpa would you?" The Limax asked in Max's voice making a recovering Wildmutt hesitate with Gwen running out of water.

"Newsflash slimy, you're not Max!" Barry called out with a grin holding the water gun before spraying the Limax down giving Jen enough time to tackle him into the wall where he was buried in debris.

' _Should I be worried that I'm not being effected by killing these things?_ ' Barry couldn't help but think as the Limax that impersonated Vera was no doubt dead and he wasn't sure if they just killed the one impersonating Max.

While that thought was a bit worrying, Barry put it in the back of his mind for the moment thinking he should probably ask Paradox the next time he saw the time walker before seeing Wildmutt stiffened, the gills on the side of her neck twitching while Gwen got back on her back.

"What's wrong?" Gwen asked right as Wildmutt took off.

Eyes widening, Barry gave chase despite how Wildmutt easily got out of sight. "Hey wait up!" He called running after them.

Thankfully they didn't get too far because Barry heard a loud crash before seeing a flash of red light coming from around a corner showing that the watch timed out.

"Hey freak show, what do I look like? A crash test dummy?" Gwen asked annoyed, wiping dust off of her clothes right as Barry caught up panting.

"And did you seriously just leave me to chase after you on foot?" Barry asked trying to catch his breath.

Jen however began to walk forward in thought. "Before I changed back I picked up a weird scent this way." She said with a frown.

"Weird scent or no the watch is on recharge mode." Barry reminded her while filling up the water gun with a bottle of water, passing another to Gwen to do the same.

Then a thought came to him.

"Hang on was the slime ball impersonating Vera trying to dodge the water or the coffee this morning?" Barry asked curiously.

"Not sure does it really matter?" Jen asked looking at Barry before Gwen picked up on his train of thought.

"Wait are you suggesting that these things aren't just weak to water?" Gwen asked with Barry giving a nod.

"They could be weak to anything that's liquid and if I remember correctly Stinkfly shoots liquid," Barry said with Jen blinking a grin going across her face before it turned into a grimace. "What's wrong?"

"Knowing my luck the watch will turn my into Gray Matter instead of the one we need," Jen commented looking at the still red watch. "I just don't understand why it does that."

Barry gave a shrug finding that a bit odd himself.

Maybe it was a bug in the prototype? Then again the same thing happened with the Ultimatrix and that new Omnitrix Ben got in Omniverse so it can't be that-.

Barry went quiet when he thought of something and slowly looked at Jen. "How hard do you slam your hand on that watch?"

"What does that have to do with anything?" Jen asked curiously.

"I have a slight theory but I could be wrong, just next time lightly press the face plate of that watch down instead of slamming a hand on it." Barry suggested.

It was possible that from the force she used when changing into an alien made the face plate shift enough to another form instead of the one she chose.

"Uh okay?" Jen didn't look like she got it, but figured it wouldn't really hurt to see why he suggested that.

"Guys," Gwen said as she walked ahead because she heard something. "You might want to see this."

Exchanging confused glances the two walked to see the end of the tunnel with a small drop where they saw a large cavern with a purple and green spaceship on the ground surrounded by hundreds of pods.

"Looks like we found the mother ship." Barry commented looking at Jen. "The watch recharged yet?"

"Not yet."

"I guess stealth it is." Barry muttered not exactly sure how that would work.

Thankfully it looked like there were no guards with the three walking around the pods, looking ready to hide if anyone came through. "They have the whole town podded up down here." Gwen said seeing a lot of faces that the Limax's disguised themselves as. "But why?"

"Grandpa!" Jen's voice brought their attention to the brunette as she tugged on the outer layer of the pod before it burst open releasing some sort of gas with Max falling out.

"W-what?" Max muttered tiredly pushing himself to his knees. "I-I was out for a walk and… What happened?"

"You want the long story or the short summary?" Barry quipped with a relieved smile while Jen ran to open another pod.

"I wouldn't do that if I were you," They all turned to see Marty with other Limax's behind him. "I knew you two kids would be trouble the moment you followed me to the dumpster yesterday."

"Well you're not me." Jen replied backing up with Gwen and Barry aiming their water guns.

"And we're kids, trouble is kind of our forte." Barry said looking at Jen who looked at her watch to see it light up green. ' _Thank goodness._ '

"Then how about we take care of you little troublemakers." Marty said with the Limax's now showing their true forms.

"As confused as I am I think I can wait for you kids to fill me in." Max said the four of them backing up, looking around with narrowed eyes. ' _Limax's, should've guessed especially with the heat here._ '

Max blamed himself for being rusty due to retirement.

Gwen ended up touching the spaceship as it opened up. "Guys!" She called out making them turn to see the inside showing even more pods.

"Come on." Max said running in there with the three kids while 'Marty' panicked.

"Get them, we can't let them out." 'Marty' ordered the others. "And get the other pods on board, they've been marinating long enough."

"Marinating?" Max asked surprised as this was something he didn't know about the Limax's.

"They went from creepy to terrifying now." Barry muttered looking sick to his stomach while Gwen gasped.

"They have Aunt Vera in here."

Narrowing her eyes, Jen turned the watch on. "I knew something smelt bad with you slime balls." She said turning it to Stinkfly about ready to slam her hand down before remembering what Barry suggested and gently pushed it down.

A second later Stinkfly stood in her place. "Hey it worked." She commented before glaring at the Limax's and shot the stink juice at them, hitting two of them to where they began to melt. "And so did that!"

Seeing how Stinkfly had it covered Max, Gwen and Barry began to move the pods off of the ship one at a time-or two in Max's case.

"Man this'll take forever." Barry muttered having trouble moving a pod.

"Just keep moving, we can't let anyone get taken." Max said seriously with Barry giving a nod.

Meanwhile Stinkfly seemed to be holding her own, even more so when the remaining Limax seemed to fuse into a bigger one that could take a few wet hits as she flew around their strikes and tendrils.

"Too slow." Stinkfly taunted, spinning around her tail slicing right through one tendril before firing four shots of the stink juice at the Limax making it cry out in pain. "You might be tough but you made a big target by doing this."

Then the giant Limax moved quick enough to slam a tendril right at her head touching the Omnitrix symbol where it glowed yellow for a second as she was sent flying right into the ceiling, thankfully missing the stalactites before one of her eyes saw a water pipe right as the tendril wrapped around her, pulling her down.

"We don't know what you are but we'll squash you like the bug you turned into," The Limax began to apply pressure with Stinkfly grimacing while the Limax then saw what the others were doing with the pods. "No!"

That was all the distraction that Stinkfly needed as she aimed her eyes and shot the stink goo at the pipe, the melting kind to where the pipe burst raining water down on the giant Limax making it writhe in agony.

"Sorry, you looked like you could use a drink." Stinkfly quipped as she crash landed into the ground due to the water making her wings to wet to fly.

"Jen you alright?" Max called out with them managing to get the last of the pods off of the ship right as the giant Limax dove it's way into the ship with it closing right as Barry and Gwen barely got out after making sure there were no other pods on board.

"I'm good Grandpa." Stinkfly promised the watch beeping while the ship took off, crashing through the ceiling.

Watching the Limax fly off, Max sighed. "We should get them all back to their Condo's so they'll think they never left."

"That could take hours." Gwen said looking tired while Stinkfly grinned right as she changed back with the watch in the red.

"Give me a few moments and I'll have XLR8 help out."

* * *

Thankfully despite the whole confusion with some of the retired elders wondering how the time flew by from when they were captured, most of them didn't really question too much about what happened and the next morning everyone was in front of the house with Max giving Vera a hug. Thankfully they were also able to clean up and repair the kitchen before Vera saw it thanks to XLR8.

"Now don't be strangers Max," Vera said with a smile. "And stay safe on the road."

"I will." Max promised with a chuckle before Gwen walked forward, giving Vera a hug.

"Bye Aunt Vera." Gwen said with Vera giving a laugh and returning the hug, not pinching her cheeks for once. "It was nice seeing you."

"Same to you Gwen, have fun with the rest of your Summer." Vera said turning to Jen who had her hands in her pocket. "I'm sorry there wasn't any excitement for you Jen, you must've been bored to tears."

"Actually I had a lot of fun." Jen said with a smile. "And it's nice to see family, especially when we don't see you that much."

In the background, Barry smirked knowing where she got that from.

Vera smiled sadly and hugged Jen for saying that. "Oh look at you being so mature, you kids grow up so fast."

Jen grimaced as the hug kind of hurt.

"Have fun on the road and good luck dealing with those aliens you were telling me about." Vera said releasing Jen who blinked, not expecting that.

"You're… Kidding, right?" She asked hesitantly.

Vera just gave a slight chuckle. "Of course." She said watching Jen enter the RV with Gwen and Max while Barry stood outside.

"It was nice meeting you ma'am." Barry said to be polite before Vera shook her head.

"You can call me Vera, alright Barry?" Vera said with a smile.

"Alright… Vera."

"And here, I saw how much you enjoyed my Gelatin Mold yesterday so I made some for the road." She said handing the blonde a dish full of the stuff. "Good luck finding your memories."

Barry tensed. "Max told you?" He asked with Vera giving a nod before she stood up.

"You take care of my brother alright?"

The way she said it made Barry blink thinking for a split second that Vera somehow knew before deciding it was impossible as he walked into the RV waving with Jen and Gwen while Max drove off.

"So you're seriously going to eat that stuff?" Jen asked seeing Barry place it in the fridge.

"Why not? Food is food no matter what it is." Barry said with a shrug.

With that said he sat down in his usual place with the same thing going on.

Gwen got on her laptop to surf the internet while Jen grabbed her game system to play some Sumo Slammers.

It was also pretty quiet which made Barry smile and relax a bit more.

Pretty soon he fell asleep, happy to have time to rest.

 _ **To Be Continued…**_

 _ **And here we are done with the fourth episode of the Ben 10 series and yes Jen now has the Limax in the Omnitrix. Not only that but this chapter showed a lot of change from Canon, like I said the changes are gradual but this one showed how different things can be with Barry tagging along here as his existence in this world is already causing a butterfly effect.**_

 _ **That and Barry is beginning to get used to the weirdness that's beginning to surround him now, enough to where he won't be paralyzed by fear or his mind trying to comprehend what's going on.**_

 _ **Finally the Poll for Barry's ability if he gets one is back up and in first place is a Symbiote Suit followed closely by Healing Factor and in third place is him remaining normal.**_

 _ **So if you haven't voted yet be sure to do so.**_

 _ **Now let me get these reviews out of the way.**_

 _ **Ajjr12: I will if I ever get that far but Jen won't revert back to being immature like they had with Ben.**_

 _ **Rexfan1333: Not really to sure about Kai given what she said to Ben on the episode she appeared in, but maybe. I'm not aiming for pairings for a long time, but if I do get to a point on adding pairings it'll be something that just feels natural to type.**_

 _ **Bennyf5302: Thanks, hope you enjoyed this one.**_

 _ **GentlestCobra2: I will, thanks.**_

 _ **Thunrady: Sorry but no Superman-like powers as I don't want to make too Barry OP but thanks for the suggestion.**_


	5. Alien Bounty Hunters

_**Disclaimer: I don't own Ben10, only my OC.**_

 _ **Summary:**_ _ **From death to being pulled from limbo by Prof. Paradox of all people, Barry Jonathan was placed in the world of Ben10 on the night that the Omnitrix landed on earth near Ben-or rather Jen much to his complete shock. With danger all around him will he continue to try and fix the timeline like Paradox asked or will he choose to go back home overtime?**_

 _ **Chapter 05: Alien Bounty Hunters**_

Barry stuck his tongue out as he was tying a few soda cans to some rope for a makeshift obstacle course that Max managed to get put together in the middle of a Desert, it's only been a few hours since they left Vera's place and Max decided they were far enough to help Jen practice her powers without anyone seeing.

"How's it going?" Max called out from where he was setting something up.

"Almost done," Barry called back, tightening the knot on the rope. "There we go."

It was hard to believe it's been a week since he found himself in this world, a crazy week but he was slowly getting used to everything.

' _Okay if I remember correctly the bounty hunters happen soon._ ' Barry thought wiping his brow after backing away while Max got to work to set the ropes to go off when he pulls a lever. ' _Still how the heck did Max get this set up so quickly?_ '

Was this an old training ground for Plumbers or something?

Turning to look towards the girls, he saw Jen playing a game to pass the time while Gwen looked to be doing Kata's and that made him pause.

Growing up the first time he always wanted to learn Martial Arts but he never found the time to do so with how he was more focused on either schoolwork or video games.

So he grinned and walked over. "Hey Gwen how good are you at Martial Arts?" He asked curiously making the girl look at him in surprise.

"I'm a Green Belt." She revealed surprising Barry as he didn't know she was that good already.

' _Well she does earn the Black Belt in Alien Force._ ' He thought remembering that piece of info before Gwen's question brought him back to the present.

"Why do you ask?"

At this Barry rubbed the back of his head. "Well can you teach me a bit?" He asked with a slight chuckle at seeing her face show surprise. "If this last week has shown me anything, I want to know how to defend myself."

After a moment Gwen smiled. "Sure thing," She said beckoning him to stand nearby. "Alright first you need to learn a Kata so just follow what I do-wait you should probably do a few stretches to avoid pulling any muscles."

Barry gave a nod with Gwen showing him some stretches to try and before long he was following her lead with a Kata, Gwen taking the time to go slow to show him what to do.

Jen looked up from her game with a quirked brow. "You guys look weird when you do that." She said bluntly as the Kata's just look boring to her.

"Well we can't all have Alien Watches that turn you into different life forms." Barry quipped with Jen smirking.

"Of course, I'm one of a kind." Jen bragged showing she was beginning to get a bit of an ego.

Barry idly wondered if he should say something to help get rid of that ego but Gwen beat him to it. "You're one of a kind alright." Gwen muttered with Jen glaring knowing that her cousin meant it as an insult.

"Still why don't you join us in that?" Barry said with a grin. "It could be useful."

"I have the watch, how can doing that be useful?" Jen asked not looking that interested.

"How about all the times you changed back when we're in the middle of something?" Gwen reminded her as she clearly remembered saving Jen after her first time going Wildmutt or when she turned back to normal from being Stinkfly in midair. "You have a time limit remember?"

The small argument would've continued if Max didn't call over. "Alright Jen it's ready."

"Oh yeah, time for some real training." Jen said putting her game up.

As she walked off, Gwen looked very irked. "I hope I'm there when she gets her butt kicked," She muttered with Barry giving her a look. "What? You have to admit her ego needs to be knocked down a few pegs."

"You do have a point, but I wouldn't go as far as wish for her butt to be kicked." Barry said knowing that Jen getting her butt kicked would be bad, especially with today's event being the Bounty Hunters.

He remembers this clearly because he always thought Tetrax was pretty cool.

Gwen frowned a bit seeing what he meant but she still looked away a bit stubbornly. "Anyways let's continue the lesson." She said showing Barry another Kata that he copied.

While he practiced he heard Max telling Jen who turned into Diamondhead to not muscle her way through everything as she began to hit all of the targets, even going as far as doing trick shots.

"Show off." Gwen muttered, correcting Barry's stance to make sure he would remember it. "Remember, stand like this and move this way."

Barry gave a nod, following her instructions, slowly to make sure he got it-.

Gwen screamed and dove out of the way surprising Barry who turned and paled when he saw that Diamondhead was caught off guard by a flying tire and misfired with the diamonds heading right for him.

The next thing he knew he was nailed to the RV like this was a Looney Toons or a Tom & Jerry cartoon which scared the crap out of him as luckily the diamonds caught bits and pieces of his clothes instead of skin or body parts, even one went right between his legs barely missing something very important.

"Uh my bad?" Diamondhead said not meaning to do that.

"H-How am I still alive?!" Barry asked his heart racing.

Seriously this type of stuff just doesn't happen!

"At this point I wouldn't complain." Gwen said trying to help him down with Max calling an end to the training because of that.

* * *

"Way to go Rock Head you nearly turned Barry into Swiss Cheese." Gwen said as Barry had a new change of clothes considering the other ones had holes in them.

"I said I was sorry," Jen said glaring at Gwen as she did apologize a lot for that one. "What more do you want from me?"

"What we want is for you to take that thing on your wrist a bit more seriously Jen." Max said driving down the road. "You can't treat it like a toy and you need to think more."

"I know but I'm the baddest one around, I kicked so much alien butt my feet hurt." Jen said with a grin.

Seeing the beginning of her ego getting bigger, Barry decided to just say it. "And that cocky attitude is going to bite you eventually." He said leaning back with a look.

Jen looked insulted by that. "No it won't, I'm not cocky."

"Yeah you are." Gwen said with a frown.

Jen turned to Max to see if he agreed but he kept quiet as he was focusing more on the road, frowning as something didn't seem right.

"Why are you all ganging up on me?" Jen asked in annoyance.

Barry frowned at that. "We're not ganging up on you," He said rubbing the back of his head. "We're-... Okay yeah we're ganging up on you but it's for a good reason."

"Uh-oh," Max said as the RV began to sputter with a loud bang echoing. "That doesn't sound good."

Barry blinked not sure of what happened-... Oh right when the diamonds shot into the RV.

He stood between the two girls while Max had the hood of the RV up looking through it while they were all in some sort of Ghost Town. "Looks like nobody's home." Jen commented looking around.

Seeing the dust on the place as well as the structures looking rotted, Gwen spoke. "Not in a while."

"Still can't deny it's cool looking," Barry said actually liking this. "It has character."

"My Inteli-Map Program says that this place is called Slaterville, incorporated in 1857 after the discovery of silver," Gwen explained a tumbleweed blowing by in the middle of the explanation. "Went bust in the 50's when the mine ran out."

"Why does everything out of your mouth sound like a book report?" Jen asked earning a look with Barry pinching the bridge of his nose.

"Aha, I think I found the problem," Max said pulling a line out with a green diamond on it. "Leaky fuel line."

Jen looked sheepish while Gwen glared at her. "Uh lucky shot?"

"More like unlucky shot." Barry quipped with a shrug.

"I should be able to patch this up." Max said with Jen offering to help but she was looking through the watch showing her kind of help involved the extraterrestrial kind. "I think you've done enough Jen, I'll handle this."

"Oh... Okay I'll just check this place out." Jen said walking off making Gwen and Max freeze while Barry sighed.

"I'll make sure she doesn't use the watch." Barry said knowing that was how the Bounty Hunters found them before coming up with a sneaky idea.

If he plays his cards right then they should actually have a normal day.

"Thanks Barry." Max said looking relieved as he didn't want to know what kind of trouble Jen could get into out here.

"Should I go make sure they don't somehow blow everything up?" Gwen asked still a little worried as Barry ran after Jen before she could go out of sight.

"If it was just Jen I would agree," Max said, as much as he loves his granddaughter even he knew that she needed to be watched with that device on her wrist. "Barry has shown himself to be responsible."

"When Jen hasn't talked him into some harebrained prank." Gwen reminded Max.

* * *

"Talk about old school, look at all of this junk." Jen said holding up a rusty wrench when Barry caught up to her.

"It's from the 50's I'd be surprised if it wasn't old school," Barry said earning a surprised look from Jen. "... I looked through a history book to get caught up on stuff.

Thankfully Jen bought it.

"Hey is geek coming over?" Jen asked with a grin while she held the watch. "I have a good prank that involves Ghostfreak."

Seeing his chance, Barry looked at her. "You do realize you rely on that way too much right?"

"Uh so?" Jen asked a bit surprised by what he said as she was about to turn it on. "How can I not? Would you if you could turn into ten different aliens?"

"... Point, but still I bet you can't last one day without using it." Barry commented offhandedly, smirking as she glared.

"What did you say?" Jen asked her pride kicking in.

"You've used at least three or four times a day since you got it." Barry said knowing she'll be angry but if he could keep her from using that watch by calling out her pride they might actually get through this without risking death and it might show her how much she relies on it thereby deflating her ego.

Two birds, one stone.

"So? I can last a day without using it." Jen said clenching a fist.

"Oh? Care to prove me wrong?" Barry asked with Jen giving a nod. "Alright starting right now until tomorrow at this time let's see if you can get through the day without using the watch."

"What do I get if I win?" Jen asked making Barry pause as he cupped his chin in thought as he didn't know what she would want before snapping his fingers.

"If you win I owe you a favor it can be whatever you want." Barry said with Jen blinking in surprise. "If I win... Same deal?"

"Deal," The two shook on it. "Get ready to lose."

"Game on." Barry said not bothered about owing her a favor as he could live with that.

Besides it'll be nice to go through a day without something insane happening.

With that done the two began to explore the area they were in. "Still you were right about this being old school." Barry said finding a dusty cowboy hat blowing on it before coughing as the dust flew into the air.

Once he made sure there was nothing in the hat, Barry put it on but it went over his eyes.

Barry could hear Jen snickering at that as he took the hat off.

"So how long do you think it'll be before Max finishes repairing the Rustbucket?" Barry asked curiously.

"Grandpa said he could handle it easily so not that long?" Jen guessed before grinning. "Hey you said something about playing soccer when we were at Aunt Vera's right?"

"I did?" Barry asked before remembering. "Oh right I did mention something like that, I'm guessing you want to play?"

"Duh, we could use this whole Ghost Town as a field." Jen said. "I'll go XLR8 and get-."

She paused remembering the deal while Barry smirked.

"Uh I mean I'll go and get it." Jen said realizing just how much she used the watch for simple things.

As she ran off, Barry chuckled. ' _Hook, line and sinker._ ' He thought happy that he managed to get her to avoid using the watch even for a bit.

None of them noticed a dark figure watching overhead on a hover board, with narrowed eyes having gotten there right before the children came in.

' _The Omnitrix on a human child?_ ' The figure thought finding that nothing but bad news. ' _One that was about to use it for a prank._ '

He'll have to find a way to remove it before the other two Bounty Hunters come looking for the Omnitrix before he paused.

It wouldn't hurt to see if this child could use it properly in a fight, after all before hiring them Vilgax did send personal troops so this child might just surprise him. If it got too out of control then he'll step in.

With that in mind he followed them, staying hidden.

* * *

Barry watched as Jen began to kick the ball up in the air a bit making him think he was catching Detective Conan from how she was doing it. ' _Well in the Alien Force Series Ben was a soccer player so it shouldn't be too surprising._ ' Barry thought before she kicked it towards him.

Let's just say he fumbled with little to no hand-eye coordination.

"Wow I guess you never played soccer before." Jen commented while Barry went red in embarrassment.

He actually did play soccer thank you very much, he just wasn't that good at it.

As they were in view of the RV, Max glanced over in surprise. "Huh they're playing soccer?" He said not expecting that.

Gwen gave a nod just as surprised when Gwen ran back to the RV to get the Soccer Ball. "I guess even the dweeb can do something normal." She mused before looking back at Max. "Anyway I can help?"

"Nah I have this, it'll just take longer than I thought." Max answered tightening a valve as he did find another diamond shard in the engine and had to remove it carefully before repairing it.

Thankfully he knew his way around engines.

Barry and Jen just passed the time kicking the ball back and forth, the latter doing some trick shots before Barry ended up kicking the ball to where it shot way off course past Jen and into the abandoned Saloon where they heard a lot of glass breaking.

"... I'll get it." Barry muttered as that was his fault.

Running in there, Barry paused at seeing the ball deflated on the bar stool.

"Jen is not going to be happy-." He stopped talking.

There wasn't any glass on the ball but marks like a pincer-.

Barry heard mechanical footsteps and slowly turned to see a yellow armored crab-like creature that looked down at him, scanning him with one normal arm while the other was a large pincer and what looked to be a sword strapped to its back.

"... Fuck." Barry said as there wasn't anyone around.

"A human child, no Omnitrix." Kraab muttered before snapping its large pincers at Barry to scare him off.

It worked as he grabbed a dusty bottle on the bar and lobbed it, breaking it on the mercenary's head in order to distract him before running out.

"Stupid kid." Kraab muttered easily wiping the glass off of its head as it continued to look around.

He followed the energy signal of the Omnitrix to this desert but hasn't been able to find the wielder and felt like he wouldn't until it was activated.

* * *

Jen blinked when Barry shot out of the Saloon with the deflated ball looking extremely pale. "What's with you?" She asked in confusion.

"M-Mechanical Crab guy." Barry said with Jen quirking a brow before smirking.

"I'm not falling for it." She said thinking Barry was saying this to get her to use the watch to lose the bet.

"Don't care if you're not falling for it, I'm not going back into that building." Barry said pointing at the Saloon.

He only made that bet to avoid these bounty hunters finding them, but it looks like that was something he couldn't avoid.

"Fine then I'll go." Jen said walking towards the Saloon with Barry gaping. "If I see Crab Face I'll go hero."

After a second Barry sighed.

So much for a day without risking his life.

The two entered the Saloon only to see a huge hole where the Bounty Hunter must've left through with Jen blinking. "Okay I believe you," She said going to the edge. "Call off the bet?"

"Call off the bet," Barry said looking at her. "We can do it some other time."

When they weren't in any danger that is.

"Should I go Heatblast and blast fire down this hole to make some fried Crab Legs?" Jen asked turning the watch on and was cycling through her aliens not knowing she just sent a signal out. "Or maybe Diamondhead to turn him into Swiss Cheese?"

"He looked mechanical so why not Upgrade?" Barry asked with Jen pausing and agreeing with that.

"There you two are," They froze and they turned to see Gwen whose eyes widened when she saw them standing next to a giant hole. "What did you two do?!"

"This wasn't us!" Jen denied before the place began to shake and Kraab shot out of the hole, scanning the room before seeing Jen.

"There you are." Kraab said zeroing in on the watch.

"Don't worry I'll handle this guy," Jen said slamming her hand down on the watch to become Upgrade but frowned when she ended up as Ghostfreak. "... I can work with this."

With that she shot into the floor with Barry running to get out of the way, Gwen not too far behind him with Barry muttering about Jen forgetting about not slamming the face plate again.

"Hand over the Omnitrix and I promise you won't suffer," Kraab said his voice echoing in the Saloon. "... Much."

"Never going to happen crab legs," Ghostfreak poked her head out next to Gwen and Barry, one eye looking at them. "What's he talking about?"

"Duh, why else would an alien track you down?!" Gwen snapped gaining Kraab's attention. "It wants the watch Einstein."

"You don't have to get snappy about it." Ghostfreak rasped with Barry's eye twitching.

"Uh yeah Alien Crab in front of us, remember?" He asked ending the conversation. "... Is this going to be a thing?"

Taking that as his cue, Kraab began to rush them but Ghostfreak quickly dove back into the ground with the other two running out of the way before coming back out, giving an uppercut on Kraab who calmly looked down and opened his pincer, spraying her with some sort of goo that rendered her unable to turn intangible.

"Now that your protoplasm is solidified I can do this." Kraab straight up gave Ghostfreak a left hook, sending her flying across the bar, knocking off dusty bottles that broke on the floor before she slammed into the wall shaking dust off the walls.

"Oh man who is this guy?" Ghostfreak muttered rubbing her head only to see Kraab about to hit her again and she quickly flew around him only to be backhanded and sent into another wall.

"Okay now I see what you meant about wishing I could see her butt being kicked being a bad thing." Gwen said a bit scared out of her mind. "What do we do?"

Barry just looked around wishing he didn't make that bet because inside of that warehouse they would've been able to use that rusty lift to slam Kraab into the ceiling.

Here they had nothing-.

Just like that he had an idea when he saw some of the dusty bottles still had alcohol in them.

"I have an idea but it involves using a Molotov." Barry said holding the bottle with Gwen looking scandalized before a resigned look came across her face. "Pass me that dusty tablecloth."

"What do we do for the fire?" Gwen asked doing so, seeing a box of matches near the bar. "Never mind."

' _A little too convenient._ ' Barry thought but he wasn't about to complain as they opened the bottle and stuffed the ripped up tablecloth in there, ignoring the smell from the bottle and the sounds of Ghostfreak fighting back-it seems she was putting up more of a fight than Ben did in the show.

"So how do you know how to do this?" Gwen asked curiously with Barry freezing up.

"No idea," He said still playing the amnesia card before they lit the match and set the rag on fire. "Jen move!"

His shout drew both Kraab and Ghostfreak's attention, the latter seeing what he was doing and flew out of the way as the Molotov hit Kraab dousing him with the alcohol and setting him on fire.

But the Saloon ended up catching fire too with Ghostfreak grabbing both Gwen and Barry before flying out as Kraab went to shoot her only to miss and hit a nearby oil lamp causing an explosion.

Outside, Max was wiping his hands after repairing the RV before hearing an explosion and turned to see Ghostfreak holding Gwen and Barry covered in brown goo flying towards them with the nearby Saloon in flames.

"What happened?" He asked with a stern look right as the Omnitrix turned Jen back to normal in midair, causing the three of them to fall to the ground with a groan.

"Oh you know the usual with an Alien crab bursting out of the ground trying to kill Jen." Gwen said with a frown as she and Jen got up. "It was after the watch, only he kept calling it the Omnitrix."

"Just let me go Upgrade and I'll shut his armor off." Jen said trying to turn the watch on before they heard a groan.

"Great plan, only can you two stop standing on my back please?" Barry grumbled as he ended up beneath the two when they landed.

Immediately they got off of him while Max spoke after helping Barry up. "No time, the repairs are done and we're out of here, especially since that explosion is most likely to draw attention here." He said with Barry looking a bit sheepish.

"But Grandpa." Jen complained with a pout.

"I'm with him on this one Jen." Barry said looking back at the burning Saloon. "We're sitting ducks especially with the watch on recharge mode."

As they all got in the RV and drove off, Gwen peeked out the window. "No sign of crab guy." She said with Jen smirking.

"Well he better not show up if he knows what's good for him," Jen said before Barry came out of the bathroom. "What took you so long?"

"Oh nothing really." Barry said as he did grab the pistol he took during the Kraken Incident. "Just needed to grab something."

Gwen was about to ask what he meant before a buzz saw began to slice through the roof. "I think we picked up a hitchhiker."

Then a clawed hand forced the roof open to show a humanoid figure in purple and black armor.

"Who's that?!" Gwen asked freaked with Jen shrugging looking just as freaked out-.

A shot rang out as Barry used the gun he took to fire at Sixsix's face surprising him, giving Max enough time to swerve the RV to throw him off. "Where did you get that gun?" Max asked watching Sixsix roll on the street.

"Uh… From the Friends of Fish." Barry said now looking nervous.

Seeing Sixsix get up, Max frowned as right now they had bigger things to worry about. "We'll talk about that later, now hang on." He drove the RV right into Sixsix, running him over but had to stop as he was having trouble steering.

Coming to a stop, Max looked out to see all of the tires were practically destroyed with Sixsix pushing himself up looking more pissed off than hurt.

"Into the Mine, now." Max said seeing a nearby abandoned mine.

"Kutryb!" Sixsix shouted shoulder mounted guns popping up to fire lasers at them.

Barry returned a shot but missed and decided to just run after the others, especially since Kraab popped out of the ground, landing on Sixsix showing that they were competing against each other.

"Okay so if it comes down to it we could force them to fight each other." Barry commented with Max nodding, seeing that little interaction before they all came to a stop after a few turns, Jen peeking around the corner.

"Alright the coast is clear." Jen said with relief on her face only to be proven wrong when the ground shook and Kraab shot out near them.

"Clear huh?" Gwen asked with a look.

"... Shut up."

"The Omnitrix, give it to me." Kraab ordered, Max seeing a rusted sheet of metal and chucked it at the mercenary only for him to shatter it like plastic, leaving them to run.

"Come on, start, do anything." Jen was messing with the Omnitrix while they ran before Barry saw the support beams and turned around pulling the pistol out, shooting one.

Thankfully the wood was so old that was all it took for it to buckle and the opening behind them where Kraab was collapsed.

"Smart thinking Barry." Max said knowing that bought them a bit of time right as they came to a dead-end with a sheer drop.

"Now what?" Gwen asked in slight fear from the drop, Max looking around wildly, seeing a cart with a lever.

"We take a ride." Seeing what he had in mind the three kids ran and hopped into the cart with Max pulling the lever before jumping in, right as Kraab burst through the ground to see them.

"What a pathetic excuse for prey." Kraab went to cut the wire only for a purple blast to slam into him courtesy of Sixsix who began to fire after the cart, nearly hitting Gwen who ducked her head.

"Ugly alien coming in fast." She said, Max giving a frown.

"We need a plan."

At that moment the watch turned green. "Already have one, just hope it doesn't give me the wrong alien again," Jen quickly chose the right alien and pressed it despite Max trying to stop her before Upgrade stood there. "Alright."

With that she jumped off the cart, grabbing onto the surprised Sixsix as she merged with his armor. "Gutroblif!" He began to shout before Upgrade turned off the speakers.

"Sorry dude but it's time for me to shut you down." Upgrade said landing nearby and doing just that, coming off to have Sixsix unable to move or speak. "One down."

She turned only to be surprised when Kraab sucker punched her across the ground.

"Jen!" Max called out in worry as the cart began to leave.

"I'll catch up." Upgrade said pushing herself up as she managed to take one of them down.

She could handle this.

"Heh this just got a bit more interesting." Kraab said being extremely cautious. "I thought you were just a punk because of how you fought with the Ectonurite but choosing a Galvanic Mechamorph?"

Upgrade just blinked at the species names before firing a laser that Kraab deflected with the sword he pulled from his back and fired with a laser or his own that Upgrade contorted past before going to take over his armor.

That turned out to be a mistake as she was electrocuted upon touching him and blasted back.

"Unfortunately for you seeing what you did to Sixsix gave me enough time to activate my armor's defenses to avoid you doing that to me." Kraab said walking towards her.

Upgrade pushed herself up a bit shakily glaring at Kraab, looking around for anything she could use but they were in an old mine so there wasn't anything electronic for her to merge with-.

Just like that she remembered Sixsix and her eye curved up in a smile.

"Maybe not but I can do this." She merged back with Sixsix and shot at Kraab, sending him flying.

Above them, the same figure from earlier watched.

In truth he thought this was a smart move for the Omnitrix User, Jen was she called?

At first he thought that Jen was just a hothead that got lucky when her friend bailed her out in the Saloon but now she was using a strategy and adapting to whatever came her way.

Still he should remove it from her before she gets herself killed.

The Omnitrix began beeping. "Oh come on," Upgrade muttered, landing on the ground and disabling Sixsix's armor again right as she turned back, looking like she was attempting to piggyback on the guy. "Well this is awkward."

"This has gone on long enough." Kraab said slowly walking towards Jen before the guy decided to intervene and shot at Kraab, sending him into the wall where he laid unconscious.

Jen slowly turned to see the armored man on the hover board and tensed. "Another one?" She muttered looking at the watch right as he reached for her.

* * *

"You think she's okay?" Gwen asked as they all made it outside.

"I hope so." Max said extremely worried for Jen, before glancing at Barry who didn't look too worried much to his surprise.

"Jen's tough, besides she went Upgrade and took over that purple guy's body." Barry said with a shrug. "I'm certain she'll be out here in two minutes give or take-."

He stopped talking when the dark armored guy came out on his hover board, holding Jen by the back of her shirt.

"Let me go." Jen said struggling.

"Okay I'll admit that wasn't what I had in mind." Barry said before Gwen spoke up.

"Hey put her down." The guy just looked at her making her freeze up a bit before Max took the gun from Barry.

"You heard her, put my granddaughter down." Max said before the helmet retracted to show Tetrax.

"That weapon won't do you much good." Tetrax told him as it would've just rebounded and hit the others. "And I can't do that, she's coming with me to remove the Omnitrix."

"Not going to happen." Jen said still struggling.

"You have no idea what the Omnitrix is do you kid?" Tetrax asked holding Jen up to look her in the eye. "You hold the most powerful weapon in the universe that can ultimately decide a final fight between good and evil, a weapon that holds the genetic structure of every species out there, it wasn't meant to land on this planet and you weren't meant to get it, I'm here to retrieve it and deliver it to where it was supposed to end up."

As Tetrax said that, Barry had to stop himself from telling him that it was supposed to end up here considering what Paradox showed him, but kept quiet.

"And you haven't even scratched the surface of what it's capable of." Tetrax told her.

"Hey cut me some slack I've only had the thing for a week." Jen protested with a glare.

"And you won't have it for much longer." Tetrax said before something slammed into him, knocking him off of the hover board, making him drop Jen who rolled a bit painfully on the ground.

"You alright?" Max asked helping her up while Sixsix and Kraab were walking towards them, it seems that Krabb actually restarted Sixsix's armor when he woke up and the two weren't happy at all given what happened.

"So you aren't interested in the reward at all huh Tetrax?" Kraab asked, Sixsix using one of his cables that shot out of his wrist to snag the hover board, holding it away.

"And I see that you two decided to work together." Tetrax said pushing himself up with ease.

"Rolligrut." Sixsix said with Kraab giving a nod.

"Yeah to split the reward," He then aimed his pincer and fired a beam at Tetrax making him roll to dodge it. "And you in half."

As Tetrax engaged the two bounty hunters, Max looked at the three. "Come on," He said signaling for them to follow him. "Jen when the watch recharges go Upgrade and fix the RV, we're getting out of here."

This was getting way too dangerous and Max didn't particularly trust this Tetrax, especially since he said he was going to take Jen to get the watch removed.

If he had to he would reveal himself to be a Plumber to this guy to get him to give pause.

Jen however shook her head. "We can't just leave him." She said seeing Tetrax make a wall of crystals out of the ground-something she didn't know Diamondhead could do.

"Newsflash Dweeb, he's trying to take the watch." Gwen reminded her.

Jen hesitated at hearing that, seeing the watch go green.

It seemed that Max and Gwen wanted her to leave Tetrax to fend for himself to get them out of there before frowning.

"That doesn't matter, he could've taken me by force at anytime, yet he hasn't." Jen said priming the Omnitrix, seeing Four Arms on the dial. "And I won't leave him by himself."

Barry smirked, knowing what was going to happen while Max looked conflicted between being stern and telling Jen that this wasn't up for debate and being proud that she was willing to help someone even if it costs her the Omnitrix.

Jen paused and slowly turned the watch, trying to find the right alien as Upgrade won't work again, she can't muscle through this with Four Arms and Tetrax was showing that Diamondhead wasn't the answer.

Plus Ghostfreak wouldn't work and they were in the middle of a desert so that left Ripjaws out.

That leaves her with the choice of Heatblast, XLR8, Wildmutt, Stinkfly and-.

Coming up with a plan, Jen smirked and pressed the face of the watch down as Grey Matter's shape on the dial.

She was gone in the flash of light, drawing attention from Tetrax and the Bounty Hunters with her being too small to see.

"What a coward." Kraab muttered before feeling something crawling on his body and he looked to see Grey Matter.

"Oh contraire you mechanized overgrown toaster," Grey Matter said with a cocky smirk, many plans formulating inside of her head. "Why would I run when I have you right where I want you?"

"Get off!" Kraab tried to grab her with Tetrax taking advantage of the distraction to slam into Sixsix.

From there it went as Barry remembered with Grey Matter finding the nerve clusters in the neck of Kraab to render him immobile and then moving onto Sixsix, messing with the jet pack to make him fly into the water tower and then landing onto Kraab unconscious with the metal crustacean groaning.

"I hate this planet." Kraab muttered right as the water tower landed on him and Sixsix.

"Well I bet that quenched his thirst." Barry commented earning a groan from Gwen. "Oh come on that was a good one."

"Even I think that was terrible." Grey Matter called over making Barry sulk a bit.

"Pretty smart," Tetrax admitted slightly impressed. "For a human."

Grey Matter just smirked as the Petrosapien moved with a gun that held a cube, firing it at Sixsix and Kraab, shrinking them down and trapping them inside. "Whoa."

"I'll return whenever I am able." Tetrax promised, Grey Matter jumping to climb up the nearest shoulder which turned out to be Barry's.

"What about the Omnitrix?" Grey Matter asked curiously, albeit hesitantly.

"It's in good hands." Tetrax said showing that her actions managed to change his mind before he paused and held out his hover board. "In the meantime here this will be useful."

He handed it to Max since Jen was currently too small to hold it.

Tetrax then pressed a button and disappeared in a flash of red light.

"How come you get all the cool alien stuff?" Gwen asked looking down at Grey Matter who smiled cheekily.

"What's the matter, jealous of my style?"

"You do realize she can easily flick you off of my shoulder right?" Barry couldn't help but ask with Gwen smirking and Grey Matter glaring.

"Come on, let's get the RV fixed up and Barry don't think I forgot about this." Max said still holding the gun.

"... I'm in trouble aren't I?" Barry couldn't help but ask with Max giving a nod.

 _ **To Be Continued…**_

 _ **Alright ending it here, sorry for the wait but I hope you enjoyed this chapter of Into the Omniverse, like I said some things are changing but some are staying the same.**_

 _ **For instance, Barry is now learning some Kata's from Gwen so he could better defend himself in the future along with Max now learning that Barry took a gun from the Friends of Fish back during the Kraken incident and that landed him in some hot water-not his actions as he did help but the fact that he hid a weapon like that without telling anyone.**_

 _ **So let me answer some reviews so I can post this.**_

 _ **Rexfan1333: Thanks and like I said I have no plans for romance but when I get to that point in Alien Force I'm going with what I feel that's natural so it might happen but it might not. Still you're right about that being an interesting idea.**_

 _ **Dr. equinox: Haha nice and good pun considering Chapter 03 was the Kraken episode-or chapter in this case.**_

 _ **Johnathen: I'll take that into consideration and hopefully I make it that far. No clue on if anyone will end up breaking the fourth wall or not.**_

 _ **Piemaster981: Thanks and I'll take that into account.**_

 _ **In Brightest Day: Man that suit is getting a lot of votes.**_

 _ **Hellfire45: If I do the pairing it won't be with more than one person, I'm a firm believer in only one person for a pairing as I like to focus more on the character and story than that… Which probably shows my inexperience with pairings.**_

 _ **The Headless chicken: Yes, yes it does.**_

 _ **KRPrime: Yeah I figured that anyone who went through that doesn't get by without any trauma. Him gaining confidence in himself is the main thing for the original Ben 10 Series as he is younger and it's fun to type him becoming friends with Jen and Gwen as well as distancing himself because of the lie-when that comes out though man it might get ugly. Good point on both keeping him depowered or giving him the Symbiote.**_

 _ **Hack. ex1: Don't worry it'll continue and don't apologize your English seems fine to me.**_

 _ **NameZkar: I'll add it to the vote.**_

 _ **Mr. Jack Joke: Thanks and I'll add it to the vote.**_

 _ **Okay the poll is still up for those of you that haven't voted yet.**_


	6. Mind the Signs

_**Disclaimer: I don't own Ben 10, only my OC so please don't sue.**_

 _ **Summary:**_ _ **From death to being pulled from limbo by Prof. Paradox of all people, Barry Jonathan was placed in the world of Ben10 on the night that the Omnitrix landed on earth near Ben-or rather Jen much to his complete shock. With danger all around him will he continue to try and fix the timeline like Paradox asked or will he choose to go back home overtime?**_

 _ **Chapter 06: Mind the Signs**_

Barry sighed as he sat by himself in the rustbucket with Jen and Gwen doing their own thing while Max drove, not wanting to look at anyone.

Max really laid it into him about the fact he hid a gun inside of the RV where two ten year olds could've found it, it was quite a shock to be scolded like a little kid again reminding Barry that he was indeed ten once more, it never did set in that much until that moment as despite everything Barry did still consider himself a teenager.

True it did help and Max did acknowledge that but Barry could also see the point the man made because of how dangerous that was. Barry was pretty sure he lost some trust because of that incident.

In all honesty Barry expected to be taken to the police station because of that to leave his supposed 'amnesia' to the police because who in their right mind would keep someone like him around after all of that, but Max didn't do that, something that Barry was both surprised at and grateful for.

"Jen will you please stop that." Gwen's voice brought Barry back to the present where he could see Jen making faces at the window. "You can be so immature sometimes."

"I know what I am but what are you?" Jen returned without missing a beat, now stretching her cheeks at the kid in the car next to them.

Gwen sighed and shook her head, looking from her idiot cousin to Barry who has been quiet since they left Slaterville. Honestly she was on Grandpa's side when it came to the fact that he hid a gun of all things, but she couldn't help but worry at how quiet he was and knew Jen was worried in her own way when she wasn't making faces-.

"Ugh, the seafood special?" Jen asked in disgust. "Time to pull out the secret weapon-."

"Jen please don't." Barry muttered catching her by surprise as it was the first word he said since they left.

"Whoa he speaks," Jen quipped looking towards him. "Come on he just did the seafood special, why can't I scare him with Stinkfly?"

"Besides the fact that's considered abusing the Omnitrix?" Gwen asked making Jen glare. "You need to save that for trouble with how it works."

Barry gave a nod seeing the car next to them speed up showing that Jen lost her chance to do so making her pout a bit.

"Plus there's such a thing as taking a joke too far." Gwen said making Jen glare.

"No there isn't, funny is funny."

Barry blinked wondering why that was familiar? He only said for her not to change because after spending a week with these guys it was pretty easy to see what would happen-.

Gwen sighed, not wanting to get into it with her cousin before the rustbucket slammed to a stop nearly sending the three of them out of their seats. "Jen get up here!" Max called out getting her attention. "We have trouble."

As the three made it to the front they saw a crashed propane truck that was on fire. "Oh crud." Barry said his eyes wide in terror.

If no one stopped that explosion then the person in that truck was as good as dead along with anyone around.

A flash of light made him turn to see XLR8. "Seriously?" She muttered before sighing, the helmet closing before she ran out of the rustbucket, the door nearly flying off the hinges as she ran around the truck, using the speed to snuff the flames out.

Afterwards, XLR8 stabbed the top of the truck with her claws and ripped it open. "Here's your stop." She quipped helping the guy out of there.

As she did that people began to cheer for XLR8 leaving her to smirk, letting the guy go before running off, using her speed to get into the rustbucket without anyone seeing her, the door slamming shut in the process.

"I love this watch." XLR8 said her helmet going up to show her smirk as she sat back down, her hands behind her head.

"Have to give you credit, using XLR8 like that was a good move." Barry commented as he thought she was going to go Stinkfly to snuff the flame out or Heatblast to absorb it.

But XLR8 was good too.

Still it was a bit of a pain to see that she obviously forgot not to slam her hand on the watch once again.

"Well we're almost there." Max said as traffic was starting back up again a few moments later.

"To where?" Jen asked curiously the watch already changing her back while they were waiting.

Max smiled. "I don't want to spoil the surprise." He said. "I've been planning this stop all Summer."

Barry frowned and looked out the window seeing a bunch of signs.

' _ **You'll have a ball with it, Next exit.**_ '

Okay this was really starting to sound familiar.

Now Barry was really surprised guessing that they were starting the events of another episode, something he didn't expect as they just dealt with the Bounty Hunters that morning.

Then again this was all in one Summer and if it's the same as back home Summer Vacation only lasts from June to August, so in a way Barry guessed it made sense.

"Come on Grandpa at least give us a hint to what 'It' is." Jen tried to plead with Max who smiled, not saying anything.

Barry wracked his brain before giving it up as a lost cause.

He'll most likely remember what 'it' is when he gets there and then the ball will start rolling in his mind-.

Barry froze now putting it together.

It. Rubber band Ball. Rolling. Buzzshock.

' _Oh crap._ ' Barry thought remembering what caused all of that and he made a silent promise to try and stop Jen from messing with the giant rubber band ball.

Jen looked annoyed at not getting even a small hint, but let it go as she pulled out her small game console to play some Sumo Slammers.

Closing his eyes, Barry figured it would be better to rest while he could considering what could happen.

* * *

"Keep your eyes closed you three." Max said as they were now at the destination, he was leading the three kids out of the RV as they stumbled, trying to avoid walking into each other. "Alright open them."

Gwen opened her eyes curiously while Jen had a hopeful expression before it fell at seeing a sign.

"Tadaa! Welcome to Sparksville." Max said with Barry looking around seeing what looked like a Ghost Town of a Tourist Stop, he half expected for a tumbleweed to roll by.

"Wow that's a big Hotdog." Barry couldn't help but say seeing the giant one on top of a building along with a giant bottle of ketchup.

"Is this place great or what?" Max asked with a big smile.

Not wanting to offend him, Jen spoke. "I'll go with or what."

"It's definitely better than Slatersville." Barry said as that was a complete Ghost Town. "At least here there's a restaurant, a gift shop and a Motel."

"What's more exciting than the world's biggest fishbowl?" Max asked trying to get the kids excited.

"Everything." Jen deadpanned before Gwen elbowed her. "You know I'm right."

"Icksnay on the rudesay." Barry whispered.

"As the Mayor of Sparksville I welcome you," A bland voice made them turn to see a brown haired man in a light blue suit, a look of complete apathy on his face. "As seekers of wonder."

Jen, Gwen and Barry exchanged glances, wondering if they should worry from how this guy sounded like he hated his life.

"I know you guys are probably excited to see 'It' so I'll go check us in." Max said handing Jen the three tickets.

"Follow me as I show you the wonders of Sparksville." The Mayor said despondently, walking away.

"Well he's a ray full of sunshine isn't he?" Barry couldn't help but ask.

"No kidding, you think he's some kind of robot?" Jen asked with Barry blinking.

In all honesty he wouldn't throw that idea away with everything that happened.

"... I'm not checking for batteries." Barry said with Jen giving a snicker childishly while Gwen placed a hand over her face.

"Come on let's just go." Gwen muttered not wanting to think about that.

Soon enough the three of them were outside of a building called the 'Jack-A-Lope' with the Mayor standing behind a counter. "Ticket?"

"Hold up I thought you were the Mayor." Jen said bewildered by this as she handed the guy the tickets.

"He who wears the crown is burden by many hats young lady." The Mayor explained, gesturing for them to enter. "Mind the signs."

* * *

"Well that was interesting." Barry couldn't help but say an hour later as they explored the different exhibits inside of there which included a makeshift Planetarium, a picture spot, a stuffed Llama and Gwen ended up spraying Jen with Ketchup and Mustard while Barry just watched with a befuddled look not expecting that from Gwen.

Now they were standing outside of a barn, the Mayor waiting for them. "Through these doors lies the weirdest, wildest thing to ever find its way to Sparksville." He said making Jen look excited.

"Please tell me this is 'It'." Jen pleaded with them walking inside of the barn with the doors closing behind them. "I can't stand it anymore."

"Man these signs really hurt my eyes." Barry muttered with the neon lighted signs turning on all of a sudden. ' _Seriously these could cause a seizure._ '

"Do not touch it?" Jen read with a quirked brow.

"Do not photograph it?" Gwen read another.

"Do not use batteries or electrical equipment near it?" They said simultaneously.

"Okay that's just creepy." Barry muttered right as the lights came on to show the large rubber band ball.

Needless to say Jen was underwhelmed. "This is it?" She asked in disbelief.

Gwen actually agreed with her. "It's just a big ball of rubber bands."

"And who knows what secrets lie within it." The Mayor said ominously behind them, scaring Barry as he didn't hear the man walk up.

"Uh more rubber bands." Jen mocked with her arms crossed.

"Stay as long as you like," The Mayor said showing no sign of being offended by their disbelief. "Mind the signs."

Jen didn't even wait until he was out of earshot. "Look at this place, these guys are full of 'it'." She said shaking her head. "We were punked."

"So where are the cameras?" Barry asked looking around making a show of it-that was when an idea came to him.

"Not the point." Jen commented with a look before a smirk came over her face.

"Yeah it is pretty lame, why is Grandpa excited over this place?" Gwen asked while Jen went to go behind 'It', her hand going to the Omnitrix, the action that Barry was waiting for.

Barry reacted quickly and grabbed the arm with the watch. "Don't even think about it Jen."

"Oh come on Barry I'm just going to have some fun," Jen said trying to wrench her arm free so she could cycle the watch to Four Arms. "You can't tell me you're excited about 'It'."

"I'm not but your fun has a tendency to end badly and I'd rather we not get yelled at by Max." Barry said. "Also there could be a camera here and if it catches you changing?"

He let it hang off there when Gwen caught on. "He's right Jen, we can't risk that."

"What makes you think they have Cameras?" Jen asked in disbelief. "The sign itself said no Cameras so they would be breaking their own rule."

Barry looked surprised as he didn't even think about that and it was enough for Jen to pull her arm free and run behind the ball.

Seeing that there was no stopping her, Barry looked at Gwen. "I declare myself not responsible for what may occur," He said not caring anymore right as a flash of green light erupted behind 'It'. "And let it be said I tried to stop it."

"Actually I think I might agree with Jen." Gwen said with a smirk right as Jen lifted the ball up as Four Arms using two hands. "Got anything special in mind?"

Barry just stared in disbelief and groaned, walking away. "For the love of-fine." He muttered hoping he wouldn't get in trouble with Max over this, knowing he was outvoted.

"Live a little Barry, you need to lighten up." Four Arms said still holding the ball as she threw it from one hand to the other.

Now Gwen looked worried. "Stop that, you'll drop it."

"Fat chance I could hold this with three hands behind my back-."

"Please for the love of whatever is out there don't," Barry interrupted before she could actually do it. "Okay you had your fun now can you put it down?"

"What? Don't think I can do it?" Four Arms asked with an annoyed look and began to do it with Barry closing his eyes, not even looking as she obviously lost her grip and the ball hit the ground right in front of him while Gwen took cover, the ball bouncing and going right through the ceiling. "... Uh oops?"

The three ran outside to see the ball bouncing around as it crashed into a Hotdog Cart and bounced off of the giant llama coming right for the three.

Gwen yelled and dove out of the way with Barry running in the opposite direction while Four Arms stood her ground to catch it but the force made her hit the wall letting go of the ball right when it hit the house of cards.

' _How the hell has no one come out to see what was going on?!_ ' Barry couldn't help but think while the ball finally rolled to a stop.

After seeing it was over, Gwen smacked Four Arms on the upper left arm. "Ow, what was that for?!"

"For turning me into a criminal." Gwen said not believing she went along with this while Barry chuckled. "It's not funny."

"It kind of is, I warned you guys against doing something like this so it's not my fault." Barry said with a grin knowing he won't get into trouble.

"Oh relax it's no big deal I'll just put everything back to normal." Four Arms said right as the beeping began. "Of for the love of-."

A flash of light later, Jen stood next to the ball with a deer in headlights look the arm with the Omnitrix on the ball.

"Okay maybe a little problem?" She said not seeing the red sparks going from the watch into the ball.

"That's pretty much underselling it." Barry said with a sigh while Gwen paced nervously.

"What do we tell Grandpa?" Gwen asked a bit terrified.

"Nothing we just play dumb." Jen told her.

Barry coughed and gestured to the destruction. "This happens when we come to town, you really think playing dumb will work?" He asked in disbelief while they walked to the motel. 'It's best to come clean and get it over with, like ripping off a bandaid."

"No way the point is to not get into trouble." Jen protested shooting the idea down while Barry sighed.

"Why do I even bother?"

"Wait Barry are you going to tell Grandpa?" Gwen asked a bit nervously as Barry was already in hot water so to speak and keeping this a secret might make it worse.

Making it look like he was thinking about it, Barry shook his head at their nervous faces. "No, I'm not a snitch but you both owe me for this."

"Deal." Jen said looking relieved right as they entered the motel room only to see it was sideways with the beds on the wall. "Huh?"

"Okay just… How would a person sleep like this?" Barry asked before noticing that there were two beds. ' _I might just sleep in the RV._ '

"Hey there isn't this place a riot?" Max asked with Gwen taking that the wrong way.

"No why?! What did you see?! We know nothing about it-." Gwen went to deny but Barry quickly intervened.

"How does this work?" He asked effectively changing the conversation looking wide-eyed at the wall. "Did they screw everything in or what?"

"Huh wonder how the bathroom is." Jen mused with Barry imagining it.

"I think I'm going to be sick." Barry muttered.

* * *

That night, Barry groaned as he was in a sleeping bag while Max went back out to the RV to sleep and he didn't really want to bother the elderly Tennyson that night, both Jen and Gwen were trying and failing to sleep on the wall.

"This is nuts." Jen muttered while Barry snorted.

"Why do you think I brought this in?" He asked sarcastically watching as she fell out of the bed before grabbing the pillow and covers to sleep on the floor. "Now there's a good idea, you going to join us on the floor Gwen?"

"My back will be aching if I sleep on the floor." Gwen said rolling over but that caused her to fall out.

Jen busted up laughing while Gwen sat up and glared at her. "Nice fall geek."

"At least it was better than yours dweeb."

"If you two are going to argue I'm sleeping outside." Barry muttered tiredly.

That seemed to have been it for the conversation when Jen decided to speak. "So have you remembered anything yet Barry?"

Barry said nothing with his eyes closed so they wouldn't see the panic in them. ' _Why did I go with that story?_ ' He thought taking a deep breath.

"Just a few flashes. Something about a gumball and being in a car but that's it." He said being vague.

"Too bad one of your aliens doesn't have the ability to help with memories." Gwen commented, Jen nodding in agreement. "But still you'd think we would find someone who knew you after two weeks."

Barry just rolled over not wanting to talk about it, but Jen wasn't done. "Hey would you be coming back to Bellwood with us once Summer ends?" She asked curiously.

"Of course he isn't, his parents must be worried sick about him." Gwen admonished her cousin while Barry fought to keep a straight face as he hasn't thought about his parents in this last week at all.

Sure it could be argued that he was trying to get over his death and current situation along with the crazy stuff that seems to happen around this family, but now he just felt guilty. How were they doing? Where they upset that he's dead? Or has time paused until he was ready considering he was helping a time walker?

He couldn't help but feel guilt as he could've headed back at anytime due to the gumball that Paradox gave him, however he can't because if he does then eventually his world will disappear and he couldn't let that happen.

"I think he's asleep," Jen's voice could be heard, breaking Barry out of his thoughts. "Do I poke him?"

"Jen how about we follow his example and get some rest?" Gwen asked with a yawn. "Too much happened today."

On hearing that, Jen gave a laugh. "It was great."

"Only you would see being hunted by Space Mercenaries and vandalizing a town as great." Gwen muttered under her breath.

* * *

"What the heck happened here?" Max's voice could be heard outside, waking the kids.

Gwen of course panicked. "Oh man he knows everything, we are so busted." She said sitting up. "We have to come clean about it."

"You know it's hard to believe you're a kid," Jen muttered rubbing her eyes tiredly. "Never admit to anything unless you have to."

"How often has that worked for you?" Barry asked tiredly, sitting up his hair messy.

"Jennifer. Gwendolyn. Bartholomew. Get out here."

"Gwendolyn?" Gwen asked in fear while Jen blinked.

"Bartholomew?" She asked looking at Barry who had a deer in headlights look.

' _How does he know my real first name?_ ' Barry thought in a panic before realizing that Barry was an appropriate nickname from that and easy to guess making him groan.

"I prefer Barry."

On exiting the room, Jen and Gwen stared wide-eyed at all of the destruction that wasn't there the other day. Broken windows, totaled cars-the rustbucket was fine thankfully-and a down power line.

"Whoa what happened?" Jen asked looking around in shock while Gwen looked a little relieved that they wouldn't be in trouble but she looked worried as well about this new development.

"Must've been some party." Barry said seeing the destruction.

"Doubt it, a tornado must've went through here." Max mused thoughtfully.

"Oh good," Jen said without thinking making Max give her a suspicious look. "Uh I mean it's only one of those freaky nature things, I was thinking maybe an alien or something."

"Don't jinx us." Gwen muttered.

Barry just kept silent not wanting to incriminate himself with this.

"I think it is very clear on who's responsible for these juvenile acts." The Mayor walked over, still using his bored tone while Max frowned.

"Juvenile acts huh?" He asked looking at the kids who froze up. "If I didn't know any better I'd swear that sounded like-."

Thankfully the mayor interrupted. "Oh I'm not talking about these youngsters."

"You're not?" Max, Jen and Gwen asked at the same time that action making Max give another suspicious look with the other two smiling nervously.

Barry on the other hand placed a hand on his face a bit ashamed at how this was going and how obvious Jen and Gwen were being. It's a miracle Max hasn't asked what happened yet.

"Well if they didn't do it, who did?" Max asked right as lightning shot past him landing behind Jen's legs as a small creature that was pitch black looking like it was wearing a yellow shirt with glowing yellow eyes and white teeth, cackling madly as it zipped from behind Jen to Gwen going back and forth making various motions.

Then it sat on Barry's shoulder who looked at it.

' _Huh he actually looks cute._ ' Barry thought seeing it in real life before it poked him and he felt a shock.

Not enough to seriously hurt him but enough for him to jump. "Ow!" He cried out as the creature laughed, blew a raspberry and took off to pull Gwen's shirt over her head as she tried to place it back down and then tapped Jen on the shoulder moving from one to the other.

"What was that?" Jen asked dumbfounded as it took off with another cackle.

"Megawatt." The Mayor answered doing no favors in clearing the confusion that Jen felt.

"Mega-What?"

"Exactly. It's usually wrapped up in 'It'... That is until last night." Cue the guilty looks exchanged between Jen and Gwen. "Some say that it's a ball of lightning come alive while other think that it's static cling run amok. Who can say?"

"Maybe it's an alien?" Gwen suggested with the Mayor actually quirking a brow.

"Alien? Now that's just plain kooky talk."

"Okay. Ball of lightning? Fine. Small creature trapped in a giant ball of Rubber Bands? Fine. Aliens? Get the straight jackets, we've got crazies." Barry said sarcastically unable to believe that.

The Mayor for his credit just shrugged while the Megawatt flew into a vending machine. "What's it doing?" Jen asked priming the watch.

"It eats electricity, the more it gobbles the stronger it gets."

"Well at least we're not in a huge city full of it." Barry muttered thinking of the terror if this thing was in New York. That was when a soda can flew out and nailed Barry right between the legs making him fall over in agony. "Why?!"

"It also has a very dangerous sense of humor." The Mayor said as more flew out like a machine gun, he didn't even blink as everyone else ducked.

"I noticed." Barry called out in a high-pitched tone still in the fetal position.

It got so out of control that they all had to take cover behind an overturned truck, Max grabbing the still Barry who was whimpering in pain still recovering from the hit below the belt.

"You left that thing inside of a Rubber Band ball all this time?" Max asked in disbelief, hearing the cans hitting the truck. "Isn't that kind of dangerous."

"Not so long as people minded the signs." The Mayor said actually sounding annoyed as he looked at the kids.

Jen cracked after two seconds. "Alright we did it we're guilty."

"So much for admit nothing." Gwen told her in annoyance.

Barry slowly sat up. "I didn't do crap, so don't drag me into this!" He said not wanting to get into trouble.

"We're going to talk about this later you three," Max promised them with Barry groaning that he might've added to his trouble. "But for now how do we stop this thing Mr. Mayor?"

"What do you mean we?" The Mayor asked leaning back placing a stalk of grass in his mouth like a toothpick. "You let it out, you catch it."

"... How are you mayor?" Barry couldn't help but ask but it got quiet letting them know it was safe to come out only to see the Megawatt was gone.

"Should we try to lure it out with some batteries or something?" Gwen asked none of them seeing the Megawatt travelling through the power lines, peeking out at them right as it became a streak of lightning that raced up Max's leg before he screamed out as he was held into the air by his underwear.

"That's not funny, it's just painful." Max muttered with a wince.

"I got you Grandpa!" Jen slammed her hand on the watch becoming Upgrade.

"Upgrade? Why that one?" Gwen asked with Jen coughing.

"You wouldn't understand, it's complicated." She tried but Gwen saw through it.

"Watch wouldn't let you change into what you wanted huh?"

"Shut up."

"For the love of- stop slamming the watch then!" Barry said with a sigh right as Megawatt let go of Max, thankfully he was close to the ground that he landed with little to no injury. "You alright Max?"

"I'm fine, might be sore about sitting later." Max said trying to fix his underwear, pausing at a different sight. "Oh no."

Following his gaze, Barry saw Upgrade rolling the ball of Rubber Bands towards the Megawatt like she was logrolling, only it was breaking parts of the Rubber Bands making them fly towards panicking civilians and them.

"Jen bad idea!" Barry shouted nearly being hit in the face by one.

"Yeah doofus whose side are you on?!" Gwen shouted at her.

' _Okay how did Ben beat them in the show?_ ' Barry thought looking for the way to end this before it got too out of hand and someone actually ends up getting severely injured while Upgrade discovered she can shoot laser beams. ' _Come on if there was a time to remember this now would be it-._ '

His eyes fell on the giant thermometer. "Guys!" He called out pointing to it, the events coming back to him.

"The thermometer?" Max asked in surprise while Gwen got what he meant.

"You're a genius." She said running towards it, Max getting the idea a second later. "Grandpa."

"On it." Max said running towards it, Barry would've followed if he didn't see Upgrade grab the manhole cover and throw it like a discus.

"Jen don't-," He tried to say but was too late when it sliced right through the Megawatt and it grew like a starfish making a second one. "... Do that."

"Okay not the best idea." Upgrade admitted right when the watch chose to turn her back at that moment. "Oh come on, seriously?!"

The Megawatts got ready to fire lightning at her when two soda cans hit them making them glare at the now paling Barry who had two more. "Uh nice Megawatts?" He tried nervously before deciding screw it and ran as they shot lightning at him with him ducking his head as they sailed over him. "I think I prefer Animo's Hamster right now!"

Looking at the watch, Jen frowned at seeing it red before hearing a horn beep as Max drove by with a Truck with a big deck attached to it, the giant thermometer tied to it, grabbing Jen in the process. "Grandpa? What are you doing?" Jen asked bewildered.

"Giving these sparklers a science lesson they won't forget." Max said driving right by the Megawatts up to Barry who jumped in after Gwen opened the door.

"Thank you." Barry said his heart hammering in fear right as Max pulled a lever letting the Thermometer go into the ground right as the Megawatt's slammed into it being discharged down into the Earth. "Heh worked like a charm."

"I don't get it." Jen said as science wasn't really her strong suit.

"We used the world's biggest thermometer as a Giant Lightning Rod and grounded them." Barry explained to her.

Gwen grinned. "Who needs alien tech when you have good old brainpower."

"Well at least it's over." Barry placed his hands behind his head.

"I wouldn't be too sure about that." They turned to see the Mayor walking up. "The entire underground of Sparksville is one giant conductor."

"... Crap." Barry muttered kicking himself for forgetting that.

"Uh how bad is that?" Jen asked with Gwen now looking nervous.

"Very bad."

All the phones began to ring with sparks coming off of them, the ringing getting louder.

"I think it's for you," Barry said to the Mayor who didn't even blink, even when what looked to be hundreds of Megawatts shoot out from the phone. "No seriously how come you're not freaking out?! Or even twitching for that matter?"

"Son you see a lot of strange things growing up here." The Mayor said with no hesitation while Max looked around.

"There!" He said pointing to the world's biggest fish bowl.

"Wouldn't they break it?" Jen asked surprised he was suggesting this.

"Unlikely as it was made with Insulated Hammerglass making it practically unbreakable." The Mayor answered with Barry giving a strange look.

"Okay why is it insulated?" He asked incredulously.

What were they expecting this-? Then again that is a possibility considering they kept the thing trapped in a ball of Rubber Bands.

"Still now would be a good time for Jen to dial up some help." Gwen said looking at her cousin who was messing with the Omnitrix.

"What do you think I'm doing?" Jen snarked back showing the watch was still red.

Looking away from them, Barry saw the original Megawatt talking to the army before they all disappeared, confounding them.

"Uh where did they go?" Jen asked in confusion, scratching the back of her head. "Seriously there were hundreds of them."

"I don't know but I don't think it's good." Max said looking around right as the wall where the museum imploded when the freaking Planetarium walked out looking like a giant robot.

"... I'm done." Barry said his eye twitching at this very strange day. "I'm going to go back to the RV, go to bed-."

He stopped at seeing the RV on cinder blocks with green graffiti all over it.

"Oh my." Max said at seeing that while Jen quirked a brow.

"You am lame?" She asked in disbelief. "That's weak."

Gwen agreed, placing a hand on her hip in amusement. "And don't even get me started on the grammar and the spelling."

"My guess is that they'll head to the Hydro-Electric Dam and then wipe out the whole town and then head on to the next one," The Mayor said sounding done with this. "They think it's funny, yup Megawatts have a real twisted sense of humor."

Barry looked at Jen and Gwen. "If we get through this, the next time a sign says not to do anything, how about we listen to it?" He asked as he forgot how bad this got.

"Agreed." Gwen said with Jen wincing before grinning as the watch finished charging.

"Let's worry about that after we beat those pranksters at their own game." Jen said prepping the watch.

Barry sighed and walked into the RV, making sure to get the gun because he knew exactly where Max put it.

* * *

'So this is how they got the Fishbowl here.' Barry thought in surprise as they had to use the same vehicle that carried the thermometer and were in time to see Jen learn to fly as Heatblast with a piece of the ground.

"Alright we need to get ready while Jen is keeping those Megawatt's busy." Max said with Gwen seeing a nearby firehose which brought it to Max's attention. "Nice thinking Gwen."

Just in time for Heatblast to crash land like right in the show showing that she needed to work on flying.

Seeing Heatblast about to get stomped on after getting slammed into the wall, Barry ran forward and shot the head of the walking Planetarium, hitting Saturn which only made it slowly look at him.

"Well I guess I can say I shot a planet now." Barry muttered as he didn't think that one through before Gwen covered him with the firehose that having more of an effect.

"Move." Gwen said dropping the hose as she and Barry ran off with the Planetarium trying to crush them, their distraction gave Heatblast enough time to recover from being hit.

"What's the matter?" Heatblast asked using her powers to form a giant fireball. "Can't take a joke?"

Launching it, the fireball along with the damage it already took, the robot exploded and fell to pieces leaving the Megawatt army to appear glaring at her.

"That really burned huh?" Heatblast punned with a smirk. "You should really quite while you're behind."

With that said they lunged at Heatblast only for her to use her powers to create smoke, giving her cover as they shot through it, confused that she was gone.

"Miss me doofus." Heatblast mocked giving a wave as she had her hand on a tarp, now having enough control to avoid burning what she touches.

Heatblast took the mocking a step further by blowing them a kiss, aggravating the Megawatt's as they all shot at her.

Seeing that, Heatblast quickly went under the tarp, the Megawatt's following a second later.

"I can't believe that worked." Barry said in disbelief while Max smirked.

"They took the bait." Pulling the tarp off, all of the Megawatt's were inside of the fishbowl leaving for Heatblast to walk over and literally breathe fire to seal it off.

"Heatblast used Flamethrower, it's Super-Effective," Barry said with a smirk earning a weird look from Gwen. "What?"

"Nana." Heatblast taunted, blowing a raspberry with Barry rolling his eyes.

"Okay matchstick I think you taunted them enough." He said with Heatblast quirking a brow in his direction.

"You kidding? I'm just getting warmed up."

Barry blinked, unsure if that was a pun or not when Max spoke. "With them trapped in here, Sparky and his band of misfits won't be causing anymore trouble."

"Along with the fact that we just gave them the world's biggest light bulb." Barry said handing the pistol back to Max who gave a nod at him for returning it although he did look a bit stern that he got it despite him hiding it.

"Once again science has saved the day." Gwen commented with her arms crossed right as Heatblast turned back into Jen.

"With some help from science fiction."

* * *

"Man this stinks." Jen muttered as she and Gwen got grounded for the rest of the day having their electronics taken away.

"I warned you." Barry said as he was the only one not in trouble this time despite a small talk about grabbing the gun and Max decided to keep it with him at all times to avoid having Barry grab it again. "They put signs up for a reason."

"Last time I listen to Jen about anything." Gwen said as she had a book out, the title catching Barry's attention.

So they had Harry Potter in this world? At least that something that he found familiar.

Jen just stuck her tongue out before sighing. "I think I'm pranked out for awhile." She said while Max drove off with the man nodding, listening to their conversation.

"There's a time and place for a joke." Max said watching Jen sit in the front seat only for a loud farting noise to erupt from the seat.

"But you can't beat the classics." Barry said as he did that one laughing while Jen actually looked a little mortified before glaring at Barry.

"Oh it's on."

 _ **To Be Continued…**_

 _ **Okay this took a long time because of both my hiatus and focusing on other stories, sorry for the wait. Oh and if you're wondering about why Jen didn't get the Megawatt in the watch, well shouldn't it already be in there considering Ben 10,000 turned into Buzzshock?**_

 _ **Next chapter is one I think everyone will enjoy so let me answer the reviews so I can work on it.**_

 _ **Angryboy13: I might skip that one and a few others, but no promises.**_

 _ **Dr. Equinox: Yeah, people always underestimate the little things in what's said. Yeah Barry really got chewed out but I didn't show it, plus I think given everything that's happened I think Max would understand why he did that.**_

 _ **Starwar98: Thank you and sorry for the wait.**_

 _ **Hack. ex 1: Thank you, I'll try to keep this going and sorry for the wait.**_

 _ **Jaden Illusion Doe: Yeah the impacts he makes right now are small given his current age and situation, but the small things are beginning to add up. If the powerless option wins in the poll I'll do that when I get to Alien Force.**_

 _ **Mr. jack joke: Well if the symbiote wins it would most likely be around the end of the first season or the middle of the second season.**_

 _ **Mega sharktopus: I didn't even think about that sorry.**_

 _ **Garciaezequiel17: Thank you and I'll try to keep it going.**_

 _ **Warrior of Wrath: Thank you and it's fun to type the slow build up even though I wish I could type it faster than I have been. If he does get powers, I want to do it sometime during the second season that way he doesn't immediately gain any with the rest of the first season, but him being powerless is an option as well.**_

 _ **Jaydeel13: Haha thank you.**_

 _ **Me an my friends: Thank you for the vote, I'll take them into consideration.**_

 _ **Le Dergenbern: I am sorry for the wait.**_


	7. Kevin 11

_**Disclaimer: I don't own Ben 10, only my OC so please don't sue.**_

 _ **Summary:**_ _ **From death to being pulled from limbo by Prof. Paradox of all people, Barry Jonathan was placed in the world of Ben10 on the night that the Omnitrix landed on earth near Ben-or rather Jen much to his complete shock. With danger all around him will he continue to try and fix the timeline like Paradox asked or will he choose to go back home overtime?**_

 _ **Chapter 07: Kevin 11**_

Barry gave a slight whistle as they were inside of a hotel in New York City, he hasn't been to New York before in his life-well actually he has but only driving through it with his parents to get to Maine which was a thirteen hour trip from his home.

That was an interesting day since his Mom was admirably a little impatient with some road rage and they ended up driving through it on Rush Hour. She got so mad she rolled down her window and threw a piece of gum she was chewing hoping it would stick to the car that cut them off that day.

To be in the actual city itself was pretty cool and he knew this particular adventure because it introduced Kevin Levin who he thought was a pretty awesome guy in the show-oh right he's a bad guy during this time. Maybe he could stop the whole Kevin 11 thing from happening-.

Wait where's Jen?

"I must've left it inside." Barry saw Jen trying to get into the new Sumo Slammer game exhibition with a guy stopping her.

' _Right, she'll sneak in which would result in us being kicked out of the hotel._ ' Barry walked forward.

"Jen come on." Barry said placing a hand on her shoulder. "I'm certain Max and Gwen will need help with the bags."

Jen gave him a look as he began to pull her away from the exhibition. "Come on this is the new Sumo Slammer Game, I can sneak in as Ghostfreak and be out before anyone saw me," She protested already knowing the 'lecture' that would come given prior experience from when Barry was on what he would like to jokingly call 'Watch-Control'. "Besides I always use the watch to save the day, so why can't I use it for what I want this time?"

"It's just a video game," Barry said with a frown as this was starting to sound like the mess of when she tried to get the Sumo Slammer Card. "Besides sneaking in could get us thrown out and you're still in trouble due to the mess in Sparksville remember?"

On hearing that Jen hesitated but sent a longing look towards the exhibition, her common sense warring with what she wanted and the latter was obviously winning.

"Besides why can't you just wait for it to come out?"

"It'll be Christmas by then." Jen protested the thought of waiting sounding like torture.

' _I can understand that part,_ ' Barry thought as a lot of people kept waiting for Kingdom Hearts 3 back in his world for about ten years. ' _But it's kind of selfish to use abilities like that._ '

Then again was he any better? He probably would've done the same thing the first time he was ten. Although he wouldn't get far because his parents always kept an eye on him because of his knack for exploring the area around him and going on what he called 'adventures' often without telling anyone-been awhile since he's done anything like that.

An idea came to him.

"How about this, when it comes out I'll get it for you?" Barry suggested with a grin catching her attention. "But only if you promise not to give in to the temptation of going in there."

Wait was this being manipulative?

Barry wasn't sure if he wanted to know the answer to that, but Jen spoke up before he could contemplate it some more. "Really?"

Ah well if it worked he'll roll with it.

"Really."

"Pinky Promise?"

That surprised Barry before he remembered. ' _Right, ten again._ '

So he held out his pinky, resisting the urge to roll his eyes. "Pinky Promise." He agreed sounding a little bored.

He hasn't done one of those in a long time.

Seeing her smile, Barry ily rubbed the bottom of his nose wondering why he kept forgetting that she was ten… Hell half the time he keeps forgetting that Jen was a girl because in his mind she was still Ben.

* * *

"Whoa look at this room." Gwen said as it was pretty big with four beds, two bathrooms and a large flat screen TV along with a balcony with a good view of the pool.

Barry looked around wide-eyed having never been in a hotel room like this.

"Don't get used to it, it'll only be for one night," Max told her looking amused while Gwen ran to the balcony and Jen got to the TV leaving for Barry to stand around a bit awkwardly. "Everything okay Barry?"

"Huh? Oh yeah just surprised." Barry said forcing himself to act normal as he walked around.

This must've cost a lot of money-no wonder Max was angry at Ben in the show for getting them kicked out.

Pocketing his hands, Barry saw that Jen found a local cartoon station that resembled Cartoon Network and quirked a brow when he saw Scooby-Doo on there. At least there was something he was familiar with watching, showing a bit of a similarity to his home world.

' _I wonder if they have Rizzoli and Isles or Pokemon here?_ ' Barry mused thoughtfully making a plan to look into those when he could.

Right now however, he thought back to that pinkie promise he made with Jen at getting that game for Christmas and wished he didn't do that because he just had a thought.

There was a chance he wouldn't be around during that time because after this summer is over he would most likely end up home… Or was he stuck here until after Alien Force?

His job from Paradox was to ensure that he sticks with them until the Summer is over but the doctor never made a mention on what he would do afterwards or if he would even be around for the latter adventures.

Two months of being here and he already got a two weeks out of the way.

Then there's the fact that he has absolutely no money to buy that game with, so even if he was around when it came out, he might've made a promise he couldn't keep.

' _Okay Barry you managed to survive two weeks out here, you can figure this out._ ' Barry told himself before deciding to get some fresh air.

"Hey is it alright if I walk around?" Barry asked with Max giving him a concerned look.

"By yourself?"

"I won't go far." Barry promised him, placing a hand on his chest while raising the other one. "Scouts honor."

"You're a scout?" Gwen asked from a balcony with Barry just giving her a dull look.

Max frowned but gave a nod. "Take your card and be back in an hour." He said with Barry giving a nod.

Once outside he nearly yelped when he saw Paradox leaning against the wall on the opposite side of the hallway, looking at his watch. "Right on time Barry."

"Professor?" Barry wasn't sure what to expect but ran after him as the man began to walk away. "W-What are you doing here?"

"Just checking in on you, plenty more of the worlds have reappeared thanks to your involvement over the last few days," Professor Paradox explained to Barry who smiled at that. "Unaware that they ceased to begin with."

"That's good." Barry said with a sigh just imagining the chaos that would appear if people were aware of it.

But it's also a scary thought that a world could just cease without anyone noticing.

"Indeed, but it's also drawing attention from the one who caused it." Paradox warned with Barry now looking pale.

"And who caused it?"

"You already know the answer." Paradox said confusing Barry.

How would he know someone who can change the ti… Change the timeline.

Change time itself-oh crud.

"Eon." Barry whispered with Paradox giving a nod, the two at an elevator with Barry pressing a button not seeing Paradox look amused at that action.

"He noticed your work, but has yet to identify the timeline you currently reside in," Paradox explained to Barry in a serious tone. "It'll only be a matter of time before he does find you though."

"Eon is going to kill me isn't he?" Barry asked in a scared voice.

And he is right to be scared considering the guy can control freaking time itself and could rapidly age a person until they were dead or too old to do anything.

"He could yes but you have an advantage." Paradox said, confusing Barry.

"I do?"

"Listen."

Barry quirked a brow but did so. "... I don't hear anything."

"Precisely." Paradox said and Barry felt his heart stop, realization dawned on him.

He couldn't hear anything in the middle of New York?!

The City that never sleeps is silent.

Running to the glass window in the hallway he saw a bird frozen as it was paused mid-flight.

"You stopped time?"

"And you are unaffected by it."

Barry paused and cleaned his ear. "I think I misheard you, can you please explain?"

"It's like this Barry, you were brought here because of a time anomaly that caused your death thus time doesn't exist for you, you can age but you are unaffected when someone messes with time," Paradox calmly explained to the confused blonde. "For example if someone were the change the past even if everyone else was affected you would still remember how the world is supposed to be. Also Eon can stop time around you but can't stop you."

"So I'm immune to time powers?" Barry couldn't help the childish excitement flowing through him because that was pretty cool.

"Yes but don't put too much faith into it, Eon is dangerous and is willing to kill to achieve his goals," Paradox warned him. "Even if you are immune to his powers he has other ways of killing you."

' _Like stabbing me, choking me and various other stuff._ ' Barry randomly thought as he was in the body of a child so he was pretty much defenseless to all things detrimental to his health.

Paradox checked his watch again with Barry wondering how long the Professor had because this had to be the longest he's ever spoken to him so far.

"It's almost time for me to leave but I also have another piece of advice for you," Paradox pocketed his watch and looked Barry in the eyes. "Don't be afraid of change."

Needless to say that confused Barry. "Huh?" He asked before it dawned on him. "Wait I thought changing the timeline was bad."

"Oh it is and has dire consequences but this timeline has yet to be fully written," Parasox elaborated for him. "As such there isn't anything to change because what happens in this present will write what's to come."

"So there's no future because this timeline was recently created?"

"Oh no there is a future but the present is more important." Paradox told him, confusing Barry some more. "There are some things you can't change such as Jen, or in some cases Gwen, getting the Omnitrix, Vilgax's return and countless others because they are tied together throughout all the timelines."

"Just like when the Bounty Hunters came." Barry muttered remembering how he tried to change that, he made sure that Jen wouldn't activate the Omnitrix but they found them anyways.

"Precisely my point that was a predetermined event, unchangeable."

"So how do I know what can't be changed or what can be?" Barry asked his voice quiet from the sheer helplessness he was feeling.

Was there even a point to him trying to change something?

"That is for you to decide, your presence has already changed so much."

"Like what?" Barry asked only to hear nothing and he looked up to see Paradox gone and hear traffic outside.

There were times he really hated Paradox when he did that.

Giving a sigh he pressed the elevator button once more.

* * *

Moments later he was in the Arcade 'Total Zone' looking for Kevin Levin but Paradox's words went through his head.

Could he actually change what happens to him? The guy was currently a criminal instead of the one from AF who became Ben's best friend and him becoming Kevin Eleven was probably one of the predetermined moments he can't change.

Yet Professor Paradox told him to not be afraid of change at this moment so was that a clue that he could change it?

… Afraid of change, that was something else that defined him.

Back home he always had a set schedule with what he wanted to do and what to eat, never changing that much from it because he was comfortable with what he knew, yet he threw that away on coming here.

But he kept himself in the background unless necessary and things have progressed like in the show, Jen got the watch, Animo was still a villain, the Kraken got her babies back, The Bounty Hunters still attacked and the Megawatt still got loose-that last one all he did despite his attempts to change it up was make sure everything followed the show with the thermometer idea-unintentionally of course.

So was he just wasting his time, can he really change anything or was it all predetermined no matter what he did? Was there even a point?

What should he-?

Barry blinked as a hand waved in front of his face, vaguely seeing the Omnitrix attached to the hand. "Earth to Barry, hello?" Jen asked with Barry looking at her in confusion.

When did she get there-oh Gwen is with her too.

"You alright?" Gwen asked curiously as they've been trying to get his attention for the last few minutes.

"Yeah, just thinking." Barry answered before changing the conversation. "What are you guys doing here?"

"Wanted to play some of the games." Jen answered easily as she had a bit of pocket change.

"I came to make sure she didn't do anything that would get us in trouble." Gwen said with Jen sticking her tongue out at her. "What about you?"

"Figured it would be nice to see what they had." Barry said with a sigh.

He guessed he still looked troubled because Jen and Gwen exchanged concerned looks.

Barry vaguely wondered if they would still be concerned if they knew he was lying to them… Would they accept that or would they hate him?

Just the thought of them hating him for lying made him unsure of his actions.

That honestly confused him because he shouldn't really care what they think of him after only two weeks, he was never like that with his friends back home. But he never got into life and death situations or travelled around with his friends back home either.

Perhaps surviving these adventures does help make friendships stronger despite the short time?

Something to ponder later, but for now he forced a smile on his face. "Come on let's find a game to play."

…

"Game Over?! I just started." Jen complained as she found a baseball game that cut off right as soon as the ball was thrown.

"Wow and I thought stall games at amusement parks were rigged." Barry couldn't help but say in surprise. "Should we complain to management?"

Gwen opened her mouth to agree but someone else spoke. "I wouldn't bother."

The three of them turned to see a kid their age with black hair wearing a black shirt that was torn at the sleeves and black wristbands, his arms crossed.

Barry tensed at recognizing Kevin and knew he had a chance at at least changing something… Or at least he hoped.

"Everything in here is rigged, welcome to the Big Apple." Kevin said pushing off the games with his hands now in his pocket. "I take it you three are tourists?"

"How can you tell?" Gwen asked in surprise.

"You all have a deer in headlights look when you came in," Kevin said with a shrug. "When you lived in the city your whole life you tend to pick on who's a tourist and who isn't."

"That's interesting, I'm Barry," Barry held out his hand and after a second Kevin shook it. "This is Jen and Gwen."

"Just call me Kevin, you three staying for long?"

"Just for one day." Gwen answered him to be polite but she did have a bit of a bad feeling.

"Hey you want to join in?" Jen offered with a friendly smile before Gwen looked at her.

"Wasn't that the last of your pocket change?" She asked, Jen now looking a little embarrassed.

Kevin quirked a brow before smirking. "Not a problem here," He said placing a hand on one of the games and an electric current surged through it, surprising the girls while Barry forced his eyes to widen to hide him knowing. "It's on me."

As he said that coins began to surge out with Jen smiling and grabbing some but Gwen intervened. "You can't take those, they aren't ours."

"Come on Gwen live a little." Jen told her not that bothered by it, especially with how the game was rigged.

"I seemingly remember the last time you said that we nearly got Sparksville destroyed." Barry deadpanned with Kevin now looking interested as he wondered what they were talking about.

But he saw some people walking towards them and decided a tactical retreat was in need. "Well I have to go, see you." Kevin said walking off.

"He's trouble." Gwen said with a frown.

Jen gave her a look. "He seemed alright with me."

Barry just stepped to the side as the guys walked by him, roughly pushing past Gwen and Jen. "He also seems to be in trouble." He said seeing another guy cutting Kevin off.

"Hey there freak." One of the guys said as his two friends grabbed Kevin by the arms. "Trying to go home so you can charge your batteries?"

"Hey leave him alone." Jen said with a glare but she was just pushed back by the bigger guy.

"Go home girly, you should stick to playing with your dolls." He taunted making Jen narrow her eyes.

"Jen." Gwen saw what she was going to do but Barry placed a hand on her shoulder and shook his head.

He was with Jen on not leaving Kevin by himself in this situation.

As Jen ran off, Kevin just smirked at the guys. "So how's the hangout? Is it trashed like I left it?"

"Yeah but you're going to pay, you can't take us all alone freak."

"But I can."

Barry turned, expecting to see XLR8 but was surprised when she came back as Ghostfreak.

"Boo." She said with a cackle turning invisible and that made the guys that accosted Kevin backup, not sure what to expect before two of them were slammed together.

"W-What is this? How many freaks are there?!" The leader asked in fear and Ghostfreak turned invisible in front of him.

"Freak huh? How about I show you a freak?" Ghostfreak asked her tone a bit dark and that alone made the guy back up, tripping to fall on his butt in the process.

"Uh I think you got him Ghostfreak." Barry said trying not to freak out.

Ghostfreak's eye moved to her back to narrow at Barry, that act making the guy just faint on the spot while Kevin looked impressed.

Barry himself took a step back and that was before Ghostfreak got in his face. "Perhaps this time but next time I might do something different." She said before disappearing, but not without a wave to Kevin who gave a smile of thanks.

As she was gone, Gwen looked at the shaken Barry. "What was that?" She asked in concern never seeing Jen act like that.

"I have no clue." Barry lied really hoping that Jen won't become Ghostfreak for a long time.

This was definitely happening faster than in the show, but why?

"Whoa did you see what that guy did?" Kevin asked sounding impressed before looking at Barry. "You called him Ghostfreak right?"

"Er yeah that's his name." Barry said as Ghostfreak was the only one of Jen's forms that didn't look too different from Ben's version so it was easy to mistake her for a him. "Only met him one other time though, it was memorable that's for certain."

"I'm sure it was." Kevin said right before Jen came back surprising Barry as that was a quick transformation. "He rocked."

"Yeah, we're pretty tight with him." Jen said with a grin earning a surprised look from Kevin.

"Cool, you three want a tour of New York?" Kevin offered.

"We need to head back to the Hotel." Gwen said eliciting for Barry to check the time as Max did give him a watch while they were in Sparksville to see that his hour was almost up making him wince.

If he went back things would happen like in the show and Kevin would end up as an enemy but if he went with both Kevin and Jen then he has a slight chance of changing that.

"Don't you mean you have to go?" Jen asked showing she wanted to see more of New York.

"Ugh, back me up here Barry." Gwen said with Barry looking put off at hearing that as he weighed his options.

' _Sorry Mr. Tennyson but I need to try._ ' Barry thought before smiling. "Count me in."

That earned a smile from Jen and Kevin while Gwen frowned, the former two walking ahead. "Seriously? Am I the only one having a bad feeling about that Kevin guy?"

"At this point I know that when Jen sets her mind to something no one can stop her," Barry deadpanned to Gwen. "If I go then I have a chance to do some damage control with whatever situation she ends up in, besides she has the Omnitrix, she could handle herself if Kevin does end up being bad news."

On hearing his 'reasonings' not knowing he was hiding the real one, Gwen gave a slight nod seeing what he meant. "Fine, I'll tell Grandpa."

"And I'll keep an eye on Jen." Barry said with a slight wave as the mentioned watch wielding heroine turned to see he was still with Gwen.

"Hey you coming or what?!" Jen called out while Kevin watched with his arms crossed.

"Hold your horses," Barry called back seeing Gwen walk back to the Hotel before he ran to catch up. "Sorry, just wondering where we would be going."

"So how did you get your power?" Jen asked curiously as the three were walking through the streets.

"I was born with it, I'm like an energy sponge." Kevin explained to her. "Motors, air conditioners, lights, batteries, whatever."

"Bet it saves money on the electric bill." Barry quipped with Kevin giving a slight chuckle.

"Yeah I soak it all up until I have to let it out… Or until I want to."

The meaning behind those last words went past Jen's head but Barry understood what he meant and paled slightly.

Right, forgot that he was that bad this early on.

… Oh man he needed to tread lightly with Kevin otherwise he would be served extra crispy by the end of the day.

"Come on, I'll show you guys where I live." Kevin said and before long the three of them were inside of an abandoned subway sector with the place decorated with a few TV's, some posters, a couch that doubled as a bed.

It was set up like a bedroom and reminded Barry of the Teenage Mutant Ninja Turtles but he refrained from making the comment in case they didn't have that show.

"You live here?" Jen asked slightly impressed by how cool it looked.

"Yeah by myself." Kevin said those words catching her attention.

"What about your family?"

"Jen." Barry said with a slight warning tone but Kevin brushed it off.

"It's cool she's just curious," Kevin said showing he wasn't affected by the question. "They weren't too thrilled to have a freak for a son."

Despite the smile there was a sign of bitterness in his tone at saying that.

"Wow they sound like world-class jerks," Barry commented with his arms crossed leaning against one of the boxes. "I mean who hates their child for something they have no control over?"

It was like that stuff in the Marvel Comics where people turned against one another for being a Mutant.

Jen went quiet and looked at her watch just now wondering how it could've been if Grandpa Max didn't accept that or thought the same as Kevin's parents.

… She was lucky.

"Hey it's cool that just means that no one bosses me around and I decide what I want for myself," Kevin said with a shrug. "It's a sweet trade off."

Neither of them said anything after that before Jen asked a question. "So why were those guys attacking you?"

"Oh I kind of trashed their hang-out under the thirty-ninth street bridge, no biggie." Kevin answered her despite how it seemed like a big deal. "So what was this about a Sparksville you mentioned before?"

Barry looked surprised by that question but Jen answered. "Oh we accidentally released an alien that was trapped inside of a giant rubber band ball and it nearly destroyed the dam."

It got quiet as Kevin blinked. "Wait you're serious?"

"Yeah it's called a Megawatt, kind of like your powers only this thing was like a hamster on coffee and could multiply itself," Barry said before looking at Jen. "All of which could be avoided if one listened and minded the signs."

"Yeah, yeah you were right about that I get it," Jen muttered to herself. "Hey it wasn't as bad as when Grandpa caught that you hid a gun."

Needless to say they were really drumming up Kevin's interest. "Hey I had a good reason for that and it helped when those bounty hunters tried to kill you."

"Bounty Hunters-you guys on the run or something?"

"Not exactly," Barry muttered surprised by how off track this conversation got. "We just get in a lot of weird adventures these days."

"Like what?" Kevin asked wanting to hear how weird these were.

…

"Wow," Kevin said an hour later as they finished summarizing their Summer-leaving out the Omnitrix part for obvious reasons. "Man that sounds awesome."

"I beg to differ with the Giant Man-Eating Hamster being in your face." Barry muttered to himself while Jen gave a laugh.

"Come on Barry it wasn't that bad."

"It broke a metal golf club when I smacked it in the face to get it from trying to kill Max and Gwen," Barry deadpanned to her. "Seriously how were you not terrified by it?"

"Because I'm awesome." Jen bragged a proud smile on her face.

"And modest too." Barry sarcastically said earning a slight glare while Kevin smirked.

"It sounds like something straight out of a Saturday Morning Cartoon." Kevin couldn't help but say with Barry chuckling nervously at that rather appropriate description.

"Yeah what are the odds?"

"Still you two are cool, any chance you would want to stick around instead of leaving the City?" Kevin offered and Jen squirmed a bit.

"Thanks but Grandpa would worry." She apologized to him.

Kevin looked a little disappointed at the answer but shrugged it off. "It's cool."

"Speaking of which he's probably worried out of his mind." Barry said, Jen agreeing with him.

"Yeah we'll need to head back." She said giving a slight grin at Kevin. "It was cool meeting you though, you could come with us."

"Thanks but I have some important business to take care of tonight," Kevin said that sending alarm bells ringing in Barry's head as he gave Jen a fist bump and held his fist out to Barry. "You going to leave me hanging?"

After a slight hesitation, Barry did the same to Kevin. "See you around?"

"You know it."

Making it outside of the abandoned subway, Barry and Jen saw that the sun was getting ready to set. "He seemed nice." Jen couldn't help but say.

"Yeah." Barry said looking back trying to think of what Kevin would mean.

He didn't really remember just what Kevin did that made Ben go against him in the show but now he was worried that what he changed was him being stopped. Yet he couldn't exactly say anything without drawing suspicion to himself.

* * *

"I was wondering when you two would get back." Max said as they walked into the Hotel room. "Gwen told me you both made a new friend."

"Yeah Kevin was pretty cool, but I felt bad for him." Jen admitted looking down.

Max frowned in concern. "Jen?"

"It's just that Kevin had powers of his own and his parents threw him out because of them." Barry explained and just like that Max's features softened at hearing that.

Gwen who was nearby now looked a little uncomfortable at that piece of info as while she still had a bad feeling about him she couldn't help but feel sorry for him.

"Not everyone is accepting of stuff like this," Max said placing a hand on Jen's shoulders. "It's not right but it's how the world works."

"But that's stupid." Jen said not liking that.

"The whole world has a tendency to make stupid decisions." Barry muttered under his breath thinking back to the problems his own world had from the reasons for some of the wars to the racism that's happened and how bad the violence got from it.

He just didn't get why people were like that.

"The best we can do is just be ourselves," Max continued, although he filed what Barry said in his mind, adding it to the evidence that Barry faked his amnesia. "Just doing that makes all the difference."

' _Just be ourselves?_ ' Barry thought, drowning out the rest of the conversation. ' _That's something I haven't been doing._ '

Even before this whole mess he's just been acting calm and collected when on the inside he wasn't. Because even if someone tells you to be yourself they ended up judging you for it later.

Truth be told he was always childish and hid that with his seriousness but with how his age and body was it was making him act childish again without his consent.

* * *

That night, Barry laid in one of the beds looking at the ceiling, ignoring the light snoring from the others. He just couldn't sleep.

What Kevin said earlier was still bugging him but he couldn't for the life of him remember what he does.

' _Come on Barry you're supposed to make a difference._ ' Barry mentally groaned and placed both hands on his face. ' _Just think, what does he do?_ '

It was something serious and he might've made it worse because while Jen wasn't involved or in trouble due to them getting kicked out of the Hotel that meant that no one would stop Kevin from-.

Barry's eyes widened as he sat up quickly.

From hijacking the subway terminal and forcing a Money Train to crash into a Passenger Train. Oh shit this was bad. Without Jen being there he might've just condemned a lot of people to death!

It was a change alright, just not for the better.

He was at first going to wake up the others but knew that he would definitely have a lot of explaining to do and that would also make things worse because if Jen was there Kevin would be able to absorb the Omnitrix turning him into Kevin 11.

And he had no other way of explaining how he knew because Paradox warned him that telling the 'truth' too early would be very bad.

No, he had to do this on his own.

So he quickly got out of bed and grabbed his clothes to change out of the pajamas he was given before grabbing his card.

No time to look for the gun and he didn't want to have Max wake up in the middle of his search-although it might be in the Rustbucket and he didn't want to be caught trying to break in there.

Unknown to him however when he closed the door, the sound woke Jen up as she sat up with a yawn. "Hm?" She muttered looking around as Max snored seeing Gwen fast asleep before seeing Barry's empty bed. "Barry?"

When no answer came she frowned and pushed the covers off.

* * *

' _Okay I may have made a bad move here._ ' Barry thought ten minutes later as he had no freaking clue where in New York Kevin would be as the city was huge.

The chances of finding him were slim to none-.

Wait that's it.

"Professor, I know you're listening, please I need help." Barry said hoping that Paradox would at least point him in the right direction.

At first nothing happened as Barry sighed before he heard footsteps. "All you had to do was ask Barry." Professor Paradox said with Barry smiling. "I assume you have a plan to deal with young Levin?"

"Nope," Barry said being completely honest. "Don't have time to come up with one, at this point I'm winging it."

He then hesitated.

"Am I too late?"

"No, Kevin has yet to switch the tracks." Paradox revealed with Barry giving a nod.

But he was also nervous as Paradox walked with him, easily leading him through the crowd of people-surprisingly not drawing any attention but Barry figured it had something to do with his 'time' ability.

This is his first true attempt at making a major change and it all depended on how he approached this. True he seemed to be on good terms with Kevin right now but then again so did Ben and look how that ended up.

Kevin at this moment had no care about hurting innocent people because of how he suffered from their prejudice and living on his own. If he screwed this up he had no way of truly defending himself because Kevin had his own abilities-thankfully not mastered given what he could do in AF.

But he was still dangerous and the realization that he didn't have the others with him were starting to sink in making him uneasy.

"Penny for your thoughts?" Professor Paradox asked already knowing how he was beginning to doubt himself.

"... Will I end up getting killed?" Barry asked hesitaintly as he remembered that Paradox himself in the show said he can't lie.

So might as well get that out of the way.

"Yes," Paradox said with Barry tensing. "And no."

… Now he lost him.

"Barry we all run the risks of dying at any moment, you've certainly had your fair share of close calls since you ended up here," Paradox elaborated to him. "Just like in your original life you could die from a complete accident or in one of these adventures."

"Well that's depressing."

"It's what makes life and the choices we make so valuable," With that said they were at the entrance to a subway tunnel. "Just walk down here and take a left, follow the tracks and you'll find Kevin."

"Follow the tra-what about the train-?" Barry sighed at seeing Paradox gone. "I wonder if this is how Gordon felt when he talks to Batman?"

Entertaining the idea of placing a bell on the Professor, Barry entered the Subway praying that he wasn't making a mistake.

* * *

Just like how Paradox said, Barry saw Kevin right as soon as he switched the tracks and swallowed nervously. "Alright, now to wait and then it's payday." Kevin mused taking a few steps back with a smirk.

"Kind of excessive don't you think?" Barry announced his presence, his question catching Kevin by surprise as he spun around eyes wide.

"Barry? What are you doing here?!" Kevin asked in shock.

"To be perfectly honest, something you said had me a bit worried so I thought I could talk to you," Barry said idly rubbing the back of his head looking from him to the track. "Please tell me this isn't what it looks like."

"This is none of your business-how the hell did you find me?" Kevin asked that last part showing how baffled he was.

"I actually didn't think I would find you if I'm being honest," Barry answered thanking the stars above that Paradox helped him. "And as for this being none of my business, Kevin a lot of people will get hurt."

"So what? No pain, no game," Kevin said showing his lack of regard for lives being lost. "I'm just looking out for number one."

"You don't have to do this, look let's just talk about this." Barry said before he heard the train and panicked.

No, not yet.

"Nothing to talk about, look you're a cool guy Barry but if you don't turn around and walk away then we're going to have a problem." Kevin warned, his arm sparking showing that he still had some juice absorbed.

"Then what? You live with all of the blood on your hands?" Barry asked trying to get his point across. "... Have you ever killed someone before?"

"What does that have to do with this?" Kevin asked in clear annoyance.

"I'm assuming you haven't, that means you don't have blood on your hands but you will if you do this." Barry said hoping it would work.

At first it seemed like Kevin looked uncertain but he scoffed. "So what? I don't know them."

After hearing that, Barry knew he had no chance to talk him down.

That meant he had to try to go for the switch for the tracks.

"I'm not walking away." With that said, Barry moved towards Kevin hoping that he was fast enough to at least reach the switch.

Turns out he wasn't and Kevin hit him with the electricity.

If you haven't been electrocuted, let Barry tell you it really freaking hurts.

Muscles seizing up, Barry was blasted back into the wall, his clothes giving off a smoky smell as he groaned his eyes now unfocused.

"Should've walked away Barry." Kevin said thinking he would stay down but he was surprised when Barry was slowly pushing himself up. "Really? You're going to do this?"

Barry wanted to make a smart retort but he only grimaced.

He could barely move right now-give him a few minutes and he'll be fine but he doesn't have a few minutes-.

A loud roar surprised both of them before an orange blur landed between Kevin and Barry-the former balking in surprise at what he was seeing while Barry blinked in bewilderment.

"Jen?!" Barry asked Wildmutt in surprise wondering how she found hi-... Oh right Wildmutt probably followed his scent.

Wow, good call for her to use that form.

"Wait that's Jen?!" Kevin asked as Wildmutt slowly turned to give Barry a deadpanned eyeless stare.

"... Sorry?" Barry tried as he said her name on reflex.

"Wait that Ghostfreak guy was her wasn't it?" Kevin asked seeing the Omnitrix symbol on Wildmutt shoulder.

Turning back towards Kevin, Wildmutt growled and roared making him raise a brow obviously not understanding her.

"I think she's telling you to change the tracks back." Barry translated earning a nod from Wildmutt.

"Make me." Kevin said quickly running towards the generator and grabbed it, absorbing the energy from it to kill the lights.

Smart move but also a dumb one, then again he didn't know about Wildmutt's radar sense.

Something that Wildmutt used to her advantage as Kevin attempted to sneak up on her to blast her, the heroine jumping up to dodge the blast and turning around to headbutt Kevin sending him into the wall.

As Kevin laid winded, Wildmutt turned and snarled at Barry, some slobber falling with him blinking before seeing she was gesturing towards the tracks.

"On it." Barry said quickly running, ignoring the pain he felt.

"Oh no you do-," Kevin went to stop him only for Wildmutt to quickly get in the way. "Get out of the way Jen."

Wildmutt shook her head as she went to tackle Kevin but this time he was ready as he moved to the side and grabbed her arm, about ready to blast her with electricity but this time he began to absorb the energy from the watch the act blasting the two apart.

"Gah what's happening to me?!" Kevin shouted with Barry unable to see how he looked in the dark.

However what he didn't know was that Kevin mutated with his left arm being part Vulpimancer and his upper face was covered in fur with the slits on his neck that perked up, sensing where Barry was and he moved quickly right as Wildmutt groaned and sensed that happening.

"Crisis averted." Barry muttered changing the tracks back only to hear running and turned to have a large forearm swat him aside.

Ooh, he's going to feel that tomorrow.

"Think again Barry," Kevin said his voice sounding a bit deeper before he jumped back, dodging Wildmutt who tensed and got ready to fight. "I'm guessing Jen's transformations use up some sort of energy like a battery right? Lucky me."

Hearing the train, Kevin knew he wouldn't be able to change the tracks back so instead he used the large arm to rip off the dead generator and threw it at Wildmutt who quickly jumped only to realize that was what Kevin wanted as it was now flying towards Barry who couldn't see it.

So Wildmutt quickly used the nearby support beam to kick off of and grab Barry right before he could be hit, barely getting off of the tracks as the trains passed by unharmed.

By the time the trains finished passing by, Kevin was gone.

…

"So you going to explain what you were doing?" Jen asked as after that little debacle the two were quickly moving out on the streets.

Barry hesitated as he honestly didn't anticipate being followed.

Then again nothing went like how it was supposed to or rather nothing changed.

"Something Kevin said bugged me so I went to talk to him," Barry lied with a sigh as he messed with his hair before pausing. "How did you know I was in trouble?"

"You woke me up when you left, good thing to," Jen answered with a frown as she looked at the watch to see it red. "But we have bigger things to worry about with Kevin probably misusing Wildmutt's powers."

Probably? He just tried attempted mass murder for a train robbery, he was most definitely misusing them.

"Should we get Max and Gwen?" Barry asked only to be surprised when Jen shook her head.

"We don't have the time, we can deal with Kevin and get back before Grandpa finds us missing." Jen said hopefully before Barry burst her bubble.

"If we deal with Kevin it's most likely going to end up on the News, this is New York," Barry muttered to himself. "We also need to find him first-."

"I think I know where he's going," Jen said suddenly. "Didn't he say something about a thirty-ninth street bridge?"

Barry gave a nod, remembering that part. "And that's where?"

"... No clue but I can easily find it with some help." Jen said looking at the watch to see it fully recharged. "Time for Stinkfly to take the fly zone."

So pressing the button she quickly cycled through the aliens and much to Barry's chagrin slammed a hand on the watch and ended up as XLR8.

"... I can work with this." XLR8 said finding this one better.

Barry on the other hand gave a slight glare. "I swear you're doing this on purpose." He said referring to the hand slamming.

Instead of answering that, XLR8 quickly picked Barry up and took off running to look for thirty-ninth street bridge. This was his first time on a ride at super speed and he was trying his best not to scream to avoid swallowing any bugs.

"Ooh I'm going to hurl." Barry muttered turning green right before they came to a stop in time to see Kevin looking normal but the hideout under the bridge trashed as the four guys from the Arcade were trapped underneath some rubble, thankfully alive.

"M-My power?" Kevin asked in surprise only to hear Barry groan and turned to see XLR8 putting Barry down as her visor opened up.

"It's no longer yours." XLR8 told him.

"Then I guess I'll need a recharge." Kevin said with XLR8 crossing her arms.

' _No chance is Kevin going to catch XLR8, she can break the sound barrier in seconds._ ' Barry thought thinking that all XLR8 had to do was perhaps run around him to make it hard for the guy to breathe until he fell unconscious but his eyes widened when he saw XLR8 quickly restrain him as he went to barbeque the four guys with his powers. ' _Then again Jen probably wouldn't think about that._ '

"Jen get away from hi-!" Barry tried but Kevin quickly grabbed XLR8's arms and began to absorb the power of the Kinceleran the effects of her energy being drained made XLR8 drop Kevin and back up as a tail sprouted from behind Kevin, his hands becoming claws and his feet changing to match hers.

With a grin as newfound energy flowed through him, Kevin slammed right into XLR8, sending her flying before rushing in front of Barry who flinched right as Kevin disappeared.

"Boo." Kevin's voice came from behind him and Barry turned only for a tail to smack into him.

Okay seriously he was getting his butt kicked here.

… How was he still alive?

"Hehehehe, this is awesome." Kevin said the effects of being a Kinceleran going through him as he was feeling hyper. "Thanks for the boost Jen."

Shaking her head, XLR8 glared and ran at Kevin and in a flash both of them were gone with Barry blinking as he realized they were having a freaking speedster fight and went Flash vs Reverse Flash on him.

Shaking his head after processing that, he quickly ran to the four guys who were still out and moved some of the rubble off of them, enough to where they would be able to get out once they woke up.

* * *

XLR8 will admit that maybe she could've done that better as she and Kevin raced throughout New York, dodging traffic and pedestrians alike-a part of her miffed that Kevin seemed to be getting this down pretty easily compared to when she first became XLR8.

"Come on Jen, you have to keep up," Kevin mocked with XLR8 ducking a punch as they traded blows before breaking apart to move around a rather large bus. "I thought this would be fun."

"And you need to stop." XLR8 returned sharply, managing to get in front of him to use her tail to knock him off his feet, but he jumped over it before they ran into the subways.

"And who's going to stop me, you?" Kevin scoffed with mocking laughter. "Face it Jen, you won't be able to win, I think I have you figured out, your transformations, they have something to do with that watch doesn't it?"

XLR8 said nothing, surprised at how he guessed that with him taking her silence as confirmation.

"Those hourglass symbols really give it away, so perhaps you have more than those three forms you showed, but I can absorb each of them and use their power better than you," Kevin told her the two coming to a stop at Kevin's home. "Still you do realize with your powers you could do whatever you want."

"What are you getting at?" XLR8 asked, her eyes looking around behind her visor to try and see a new path to catch Kevin off guard.

"What I'm getting at is that you're wasting your abilities, no one could control you and if you want something you could just take it," Kevin elaborated for her. "And if we worked together nothing could stop us."

Hearing that proposal, XLR8 frowned and recalled all the times where she was tempted to do that, to use her powers just for her own benefit and how she almost did that day along with in Sparksville.

Thinking on that one only made her answer more certain. "Sorry Kevin but no deal." She said seeing Kevin frown at that. "Sure I can do a lot with the watch, but I'm not like that."

"You're making a big mistake."

XLR8 smirked. "Wouldn't be the first one." She quipped the two now tense, ready to continue the fight. "We're evenly matched."

But Kevin returned the smirk. "Maybe but I know someone who isn't."

With that said he took off and XLR8's eyes widened as she realized who he was talking about and she quickly took off after him.

…

Barry was officially cursing his short, underdeveloped body as he was struggling to pull the unconscious gang members out of the rubble on the third one.

At least with the elders during the Limax incident they were podded so he could roll them.

This was just torture to him, especially with the lack of physical exercises he did back home.

Finally he breathed a sigh of relief. "Three down, one to go."

A gust of wind erupted behind him. "Too bad you won't be able to get him," Barry paled at hearing Kevin's voice right behind him and turned to be grabbed around the neck by him and lifted into the air. "Looking back it's your fault I didn't get that payday I was looking for."

"Put him down Kevin." XLR8 appeared a second later, having to stop because if she tackled him with her speed it would've hurt Barry.

Kevin grinned as he had the upper hand now. "Hand over that watch and I'll do just that." He proposed making XLR8 tense. "I can think of a lot of uses with it."

Eyes widening, Barry struggled. "Jen don't-." He tried to say but Kevin squeezed making him cough.

"Tick-Tock Jen," Kevin warned as if seeing the conflicted expression XLR8 had behind the helmet. "Or I see how fast I can run before Barry hear burns up."

The watch chose that moment to beep as XLR8 hung her head doing nothing as it turned her back.

Seeing that Kevin threw Barry making him roll across the concrete before he ran over and grabbed Jen by the arm. "Come to papa." He said trying to remove the watch. "Hng, what gives?!"

"It won't come off, trust me I tried." Jen said wincing as it felt really uncomfortable to have it pull against her skin.

"Well I haven't." Kevin increased his efforts before the watch began to give out sparks. "What the-?"

Kevin and Jen both were unprepared for the defense mechanism of the watch as energy surged from it, blasting Kevin back as he unknowingly absorbed plenty of it, the energy blasting him back as he lost th XLR8 features returning to human form.

"No." Kevin said looking at himself as he tried to blast Jen with electricity but nothing happened. "M-My powers."

Giving a glare at Jen, Kevin took off as she blinked, unsure of what just happened before hearing a groan as Barry pushed himself up.

It was a mixture of pain and annoyance he felt, the pain from that whole night while the annoyance was because despite his best efforts he failed to stop Kevin from becoming Kevin 11.

"Barry," Jen ran towards him looking concerned. "Are you okay?"

Barry went to reply he was fine before he thought for a moment. "You were going to give up the Omnitrix?" He asked hesitaintly.

Ben never did that until much later on when Vilgax and Kevin teamed up and held Gwen hostage, yet Jen was about to do that for him.

"Hey it's cool and all, but not worth it when a friend is in trouble," Jen said with a smile before looking at all of the destruction. "We should probably go."

Barry gave a nod, especially when they heard sirens.

* * *

It took a bit, but the two eventually made it back to the Hotel where they got in the elevator to get to the floor their room was in. "Sorry." Barry apologized after a bit of silence making Jen give him a quizzical look.

"What are you apologizing for?"

"That whole mess in general." Barry deadpanned.

"Hey it's not your fault, besides if we didn't go a lot of people would've been hurt," Jen replied with a smile. "Still it was an idiot move to go alone."

Barry gave her that as he went silent again.

"So why did you go alone anyways?"

At first Barry said nothing when the elevator opened but he sighed. "Because I couldn't help but think about what Kevin said earlier, how he had something to do and the hints on how he used his powers," He explained using those hints to give his excuse some credibility. "I thought maybe if someone talked to him-."

"That he would get help?" Jen finished with Barry giving a nod.

It got quiet before Jen shook her head.

"You were being stupid."

Barry blinked, not expecting that.

"Even if that's the case you should've woke us up instead of wanting to do it on your own," Jen told him with a frown. "You could've been hurt."

' _I am hurt._ ' Barry thought considering the hits he took.

"No more than you at times." Barry returned.

Jen shook her head stubbornly. "That's different."

"How exactly is it different?"

"I can protect myself." Jen said pointing at her watch as Barry went quiet.

So even Jen thinks he was useless.

Max was an adult and had the training, Gwen knew how to fight thanks to Martial Arts and Jen has a shape-shifting watch.

What did he have? Just the knowledge of events.

Seeing him go quiet, Jen gave a yawn showing how tired she was. "It's nice that you wanted to help Kevin but you shouldn't be reckless."

"Since when do you give speeches about being reckless?" Barry asked in disbelief.

On hearing that Jen grinned. "Learned it from you."

That one sentence made Barry's mind come to a complete halt.

Learned it… From him?

Jen didn't notice the comprehension that came across his face as he thought about what Paradox told him earlier. About how his presence already changed so much.

Thinking back on it, Jen acted so much like Ben-it's a given considering they were the same person- that if he wasn't there she would've made the same choices yet here she was being a bit more mature, then she should've been.

All the things he's said since meeting the Tennysons.

' _Think before you act._ '

' _Being a hero isn't about being praised as one, but doing what's right._ '

' _A real hero tries to think of a peaceful solution instead of going in guns blazing._ '

All small stuff he said to her when he was still getting used to this world and yet it seemed to have a bigger impact than he thought it would.

Opening the door, both of their smiles dropped off their face when they saw Max turning on the light, giving the two a stern look, especially with the burnt clothing on Barry from the electric shock. "And where have you two been?"

' _Crap._ ' Both Jen and Barry thought to themselves.

 _ **To Be Continued…**_

 _ **Man it's been awhile for this one, I am sorry for the late updates on this story, I'm trying my best in getting these out as soon as I can. But at times while typing it my mind tends to wander to other stuff.**_

 _ **But a lot has happened in this chapter alone and even though Kevin's fate remains the same the events that transpired around it was much too different. Hopefully I kept Kevin in character from how he was in the original series.**_

 _ **Alright, let's answer some reviews.**_

 _ **Mario986: Haha that would be funny to do but only if it wins the Poll.**_

 _ **Icedshadows: Thank you, and while that idea did have merit I believe that Kevin at that point wouldn't accept the help with how he was, plus Barry did try but it also involved getting in his way which he didn't take kindly to.**_

 _ **Thewittywhy: Haha yeah that appeared again here, but I might stop it soon as while it seemed like a good running gag it would be ridiculous if taken farther.**_

 _ **Mr. jack joke: Sorry for the wait.**_

 _ **KRPrime: Thank you, again I am sorry for the waits and I'll try to have the updates come more often. I figured anyone from our world would be scared out of their mind with the insane stuff that happens in fiction and Jen's gender throwing him off is one of the best highlights so far. Barry acting childish is just the icing on the cake here and it's showing a lot more often with his mind and body adapting to each other. The truth won't come for awhile and I might do some Omniverse stuff haven't decided.**_

 _ **Carlos: Okay I had to look that up as while I do watch Naruto I don't have too much knowledge on it and holy crap that would be too OP for Barry to have. It's an awesome ability don't get me wrong but damn.**_

 _ **ARSLOTHES: That implies he believes it now, as for an actual existence I might do something real soon.**_

 _ **Guest3: Thank you for the support and I am sorry for the long updates. Huh the charms from those two would make an interesting approach. The body swap, I actually forgot about that particular episode it would be hilarious to have Barry be a part of it.**_

 _ **Raidentensho: Huh that's an interesting idea, the idea of him being part Pyronite is very ironic as you suggested and the idea of what he remembers from ATLA with the kung fu styles of how they controlled the element, but I doubt Barry would remember that much about it. Glad you think this is epic and I hope to continue to make this epic.**_


	8. Circus of Fear

_**Disclaimer: I don't own Ben 10, only my OC so please don't sue.**_

 _ **Summary: From death to being pulled from limbo by Prof. Paradox of all people, Barry Jonathan was placed in the world of Ben10 on the night that the Omnitrix landed on earth near Ben-or rather Jen much to his complete shock. With danger all around him will he continue to try and fix the timeline like Paradox asked or will he choose to go back home overtime?**_

 _ **Sorry for the month-long silence, had a few personal things to take care of, to make up for it I have three stories updated, hope you enjoy!**_

 _ **Chapter 08: Circus of Fear**_

Barry kept quiet as he sat in the back of the RV, Jen was currently Ripjaws and chasing couple of criminals that tried to escape by boat down while Gwen was using her laptop to find out more about said criminals using their names and google to bring up their history as it turns out they're pretty infamous around the area with getting away.

Currently he couldn't really do anything at the moment and probably a good thing since he was still aching from being electrocuted and thrown around the other day.

Max was driving the RV to a suitable place to pick Jen up once she was done, but he kept glancing at Barry the two of them were silent around each other ever since they left New York yesterday.

He didn't even say anything when Jen took down some robbers and a pair of robots yesterday afternoon, he knew it was Rojo and was initially surprised when Jen just took her down no problem before remembering that 'Ben' had problems with hitting a girl in hero form while Jen had no qualms given the fact that she was one.

Still he couldn't help but think of what Max said to him before they left New York.

 _ **~One Day Ago~**_

It was the morning after that mess with Kevin where Max asked for Jen and Gwen to take something to the RV, but he requested for Barry to stay behind, confusing the blonde but he abided thinking it was probably a lecture on going out by himself because he was pretty confused when it didn't come the when they got caught sneaking back in.

So he watched as Max sat down with a frown, most likely thinking of a way to get this lesson though Barry's head despite the fact he learned it already-.

"I want you to tell me the truth, who are you?"

And then they would-... Wait, what?

"Huh?" Barry blinked not expecting for this at all.

Max however frowned. "I know you're faking your amnesia, but I don't know why," He revealed seeing Barry tense confirming his suspicions. "Plus you didn't have any records no matter how much I looked."

Barry knew that Max was referring to him using his Plumber status to look into it and he paled.

This was so not good, he didn't have anything planned for this because he thought he was being careful… Tch right, faking amnesia of course that would backfire on him.

Two weeks in and he already screwed up big time.

He should've said he was an orphan and was living by himself in the woods that would've been more believable-if he was smart he would've asked for Paradox to make his clothes at the time more ragged to add to that yet he didn't think of that until now.

Seeing Barry keep quiet, Max stood up. "Barry why did you lie?"

There were multiple possibilities running through his head but he wanted to hear the truth from Barry's lips.

"I can't." Barry finally said looking down.

Max frowned at hearing that. "Are you running from someone?"

Barry shook his head.

"You've been a good help to Jen and Gwen but you need to be honest with us." Max said placing a hand on Barry's shoulder, trying to get him to talk.

Honest? Barry felt like saying he couldn't handle the truth as saying a reference would make him calm down but it was also true.

How would a person take knowing that in another world they were fiction?

And he can't tell them because of Paradox's warnings.

"I'm sorry but I can't." Barry whispered, his voice cracking a bit.

"Can't? Or won't?"

Barry's silence said all he needed to know.

 _ **~Present Time~**_

If he was being honest, Barry was amazed that Max allowed for him to stay after that confrontation, but he figured that Max only allowed it to try and find out the truth behind who Barry was, especially since he can't exactly turn him in due to how he apparently doesn't have a file.

He kept Jen and Gwen out of it but with a warning that they would eventually find out, not as a threat but as a reminder that if they found out through anything but Barry's own lips it could end badly.

Jen and Gwen had noticed the tense atmosphere between Max and Barry but haven't commented on it before the door opened to show Jen walking into the RV in high spirits.

"Those thieves didn't stand a chance." Jen said proudly as she easily took them down.

Of course she had to improvise when she was surrounded by a ring of fire on the docks as Ripjaws.

"Nice going Jen, you're really getting the hang of this." Max said proud of his granddaughter.

"Although you did get pretty cocky when you approached the guy on the docks." Gwen remarked having seen a Youtube video that someone posted showing the scene.

Jen didn't let that get to her as she felt she did a good job.

Barry supposed that her arrogance did go down after that Bounty Hunter incident so she is being a bit more careful-that was when he noticed it was silent and saw that Jen was looking at him as if waiting to see if he would add anything along with them.

So he shrugged. "Nice job." He said as usually he would put in little tidbits on what she needed to improve on but he didn't feel like doing that right now.

Besides she did pretty okay from what he remembered and heard.

Instead he looked away, very aware of how Max glanced at him through the rearview mirror when he spoke.

* * *

"Zombozo's Traveling Circus of Laughs?" Gwen spoke up that question making Barry perk up as he knew exactly what was going on. "Cool!"

So they were going to meet Zombozo?

Looking at Jen, he could see a slight show of unease on her face that she quickly hid and understood. His first introduction to clowns was when he saw the movie 'It' not knowing it was a horror movie until he put it in. It's been at least nine years since that happened, so Barry has gotten over that fear with time.

Although he will say that clowns were still a bit freaky but that's probably because of how his world used them as killers for horror movies instead of being something for kids to laugh at like they used to be.

He could name a few horror clowns off the top of his head right now.

Joker. Sweet Tooth. Pennywise. Jack Attack..

Barry forgot where he was going with this.

"I haven't been to a circus since I was a boy, sounds like fun," Max said with a fond smile. "What do you guys think?"

"I love the circus." Gwen said a cheerful smile on her face.

"That's because you belong in one." Jen remarked effectively wiping the smirk off of her face.

Max was at a red light when he turned. "Jen." He said making the girl fidget.

"Nah, circus is kids stuff."

"Hello, what are we?" Gwen asked rhetorically.

"Kids with attitudes?" Barry quipped with a slight chuckle.

… He wasn't lying.

"That aside it is getting pretty late." Jen said with a yawn.

"Jen, it's eleven in the morning." Max pointed out not getting why his granddaughter was stalling.

"Okay, fine by me," Jen finally snapped with a look. "You guys want to go see some stupid circus that's fine."

"What's with you?" Gwen asked finding this odd behavior for her cousin.

Barry on the other hand wondered if he should talk to Jen about her fear or just leave it alone and focus more on how to avoid the incident with Max.

' _She does get over it._ ' Barry told himself.

"You excited for the circus Barry?" Gwen asked as he hasn't given an answer about this and Jen was obviously done talking about it right now.

"Could be interesting." Barry said mildly his eyes shifting to Max before back to Gwen.

He winced because she noticed that.

"Hey are you and Grandpa fighting?" Gwen asked quietly, that question catching Jen's attention.

"Nope." Barry lied immediately, not wanting to tell them the reason.

So he quickly changed the flow of the conversation.

"So Jen why are you against the circus?"

… Dick move but it worked as Jen frowned and looked away not answering.

Gwen however gave Barry a look as she noticed that he always seemed to change the conversation whenever he was uncomfortable about something.

* * *

It was close to evening by the time they found the circus having parked the Rustbucket at a nearby campground before walking towards the circus, seeing the giant blue and orange tent had Barry a little nervous.

If he remembered correctly, Zombozo had something that he used to allow him to absorb energy from people while they're laughing making him some sort of empathic vampire that drained happiness if you will.

Not only that but Zombozo was one of the darker enemies in the show given how he tried to kill Ben's Mom in the original timeline-wait was Ultimate Alien a part of the original timeline or an offshoot?

Now that's going to be bothering him.

Shaking his head as he focused, not paying much mind to the conversation while Jen saw a picture of Zombozo, her fear showing a bit before she hid it, Barry continued his train of thought.

Out of everyone they survived so far Kevin was the most dangerous and Zombozo himself can compare given what Barry remembered if you consider the psychological damage. Makes it kind of odd that he hasn't appeared all that much in the show now that he thinks about it.

"It's probably sold out," Jen's voice brought Barry back to reality as he's been thinking on this for quite awhile. "We're probably wasting our time."

"Step right up and see the fingerless freak of nature whose strength knows no bounds," A voice called out making the Tennysons and Barry look to see a showman as a huge, hulking figure with what looked to be a toenail on his forehead, wearing a black shirt with white striped sleeves. "Thumbskull."

Thumbskull appeared to have been carrying an iron bar that he bent around his neck with little to no effort.

"Tch big deal, Four Arms could do that with a car." Jen said crossing her arms despite how the others looked impressed.

"Four Arms isn't human." Barry reminded Jen.

Although he was really questioning the whole toenail on the forehead thing because he couldn't stop staring at it. Seriously how?!

Thumbskull then threw the bent bar into the air when tentacle snatched it out of the sky, showing a woman in a black jumpsuit with five orange tentacles for hair.

"And presenting Frightwig, when this lets down her hair, no telling what could happen." Frightwig proceeded to bend the metal further into a pretzel.

"Talk about a barbers worst nightmare." Barry couldn't help but say as seeing that in person was just strange. "... So Alien? Robot? Mutated Hair Shampoo?"

Gwen twitched. "It really says something when I'm actually considering that last one." She muttered to herself.

"Last but not least we have the freak whose unique skill is as vile as his attitude," This one was a guy with two strands of black hair along with mismatched eyes, the left one being blood red as he had a black jumpsuit with orange striped sleeves and some sort of mask that kept his mouth shut. "Acid Breath."

With that he took off the mask showing damaged gums with most of his teeth missing-the remaining ones were pretty rotten.

Gwen gained a disgusted look as that was just not normal before the guy literally breathed out acid that melted the metal bar.

"Well that's terrifying." Barry said not even joking.

Out of the corner of his eyes he saw Gwen walk off because she noticed that Jen left, leaving him alone with Max.

Seeing that the man was watching the act with the Circus Freak Trio, Barry quickly slipped away not wanting to talk to him heading in the opposite direction that Gwen was going.

He also didn't want to interfere with anything else because of how badly he screwed up with Kevin.

Pocketing his hands, Barry felt a familiar round object and found himself tempted to just go back home. Surely he stayed long enough and Jen herself was a lot more mature than Ben was.

So perhaps it was alright for him to leave?

Lifting his head, Barry will admit he was half expecting for Paradox to appear and talk to him like he always seem to do whenever the blonde was by himself but the man was nowhere in sight.

' _Of course he isn't he's a time traveller, he has a lot more important stuff to do besides waste it talking to me because I'm having a pity party._ ' Barry thought shaking his head. ' _Come on get out of this funk, I can figure it out._ '

But Barry knew that was easier said than done.

Then there was the fact that he didn't have a lot to offer in the whole skills department. Sure he was beginning to learn some Martial Arts but it's only a few days worth so far and he doesn't have the muscle memory down pat.

"There you are," Barry looked over his shoulder to see the Tennyson's heading for him, Max being the one to speak. "Come on, the show is starting."

Barry quickly smiled in order to prevent someone from asking what was on his mind. "Should be interesting."

* * *

It wasn't long until they were watching the opening acts starting with the Circus Trio doing performances, most likely to avoid suspicion as it would've been weird if it was only Zombozo and he had to say these guys did have talent in this stuff.

Especially as Frightwig was currently juggling with her hair while standing on Thumbskull's left palm who was balancing her, leaving for Acid Breath to breathe acid at some of the objects with good precision.

If he didn't know they were felons he would've thought they were awesome.

"Isn't this great or what?" Max asked eating some popcorn, Gwen having a hot dog, the girl was happy to have some normal food while Jen just idly ate some cotton candy.

Barry didn't pay that question any attention, just messing with his soda.

"I love this, just imagine the training to be able to balance pull that off." Gwen said remarking on the team work that the Circus Trio showed.

"It is something isn't it," Max said happy to be having a normal evening with the grandkids. "What about you Jen? You've been pretty quiet since we got here."

"I'm not impressed," Jen said quickly, looking away to hide a twitch on her left eye something that nearly made Barry bust a gut remembering that bit of info from the show. "I mean Four Arms can do anything Thumbskull can do."

"Except for balancing a rubber band ball." Gwen brought up making Jen look at her.

"Nobody asked you."

"You sure that's all?" Barry asked without thinking.

"Yes that's it, what's with everyone asking that?!" Jen huffed and looked away with her arms crossed as the Circus Trio exited the stage with a wave at the crowd. "There's nothing wrong, I'm not afraid of anything."

"Nobody said anything about you being afraid." Gwen pointed out not getting it and that made Jen stand up.

"I'm heading to the bathroom." She said walking off.

"What's her malfunction?" Gwen asked a frown on her face.

Max looked at Jen's direction a bit worried. "Something's been bothering her ever since we got here." He said not sure what it was because he's never seen Jen act like this before.

Seeing a certain clown car drive up, Barry quickly stood up. "I'll talk to her, I have an idea on what it might be." He said walking off.

Needless to say that concerned Max because he wasn't sure what the problem with Jen was or how Barry knew, was it obvious and he just didn't see it?

Since he was being so quiet when Barry left, Gwen spoke up. "Hey Grandpa?" She asked getting the man's attention. "Are you and Barry fighting over something?"

That surprised Max because he wasn't expecting that question. "It's nothing." He said not wanting to complicate this.

Max knew that Barry would eventually come clean with Jen and Gwen because now that he knew for sure he could see the small signs of guilt whenever the topic came up. There has to be a reason he's not telling them what it is.

Hopefully the fallout from this when that reason comes to light won't be too severe.

* * *

"Jen?" Barry called out as he exited the tent not seeing her.

He knew she didn't really go to the bathroom so right now Barry had no idea where to look.

Truth be told he just spoke up to avoid having his soul sucked out by Zombozo, not wanting to feel what that was like. Especially because he knew that Jen would get over the fear by herself so why bother?

' _Because she's your friend._ ' Barry thought to answer his own question.

In the beginning he only interfered out of necessity, or push them in the right direction because Paradox gave him the job. Alright thinking about it like that sounded manipulative and selfish but what else could he do?

But now?

He cared for them and wanted to find a way to truly help.

That's why it hurt when Jen unintentionally called him useless… Sure he knew that Jen didn't mean it like that but just hearing that he couldn't help because he had no way of protecting himself.

It hurt, even if it was true-.

Hearing shouts and snarling, Barry quickly followed them to see Wildmutt already engaging the Circus Freaks-or rather two of them as Thumbskull seemed to be MIA at the moment.

Barry quickly hid behind a tree knowing he wouldn't be able to help out here and he didn't want to make it worse because he had no clue if the Circus Freaks would take him hostage if they saw him or not.

Given that happened with Kevin, Barry knew he had to try and be smarter because he was lucky to be alive. As he moved he saw Wildmutt tilt her head in his direction showing that she sensed him but she had to move to avoid Acid Breath's attack as it melted another car.

' _Hope whoever owned that car had insurance._ ' Barry thought peeking out from behind the tree, eyes roaming the street to see if he could find something useful to do.

He saw quite a bit of loot on the ground due to the car the Circus Freaks used being melted along with the jewelry.

Barry could try to return them but they would see him immediately.

Seeing Acid Breath breathe in again, Barry acted quickly and grabbed a decently sized rock that was next to his foot, throwing it.

Truth be told he intended to nail Acid Breath in the forehead but he missed and hit another car, breaking the window.

… Great now he's a vandal.

Thankfully the glass breaking was enough for Acid Breath's head to whip towards it, leaving him open to Wildmutt kicking him into the wall. Eventually Wildmutt slammed the two onto the ground and held them there before lifting her head towards where Barry was hiding, motioning her head for him to get out of there.

Before Barry could however smoke exploded behind Wildmutt and Barry got his first look at Zombozo and he had to say that guy was creepy looking in real life.

The messy red hair looked all over the place along with the round blue nose on his pale face, wearing a black and grey jacket over a white buttoned shirt, a top hat, black fingerless gloves and boots. There seemed to be some orbs on his arms and top hat most likely connected to the machine that he uses to suck people dry.

"I hear you're full of tricks little doggy," Zombozo said with a cruel smirk as Wildmutt backed up, her fear of clowns kicking in. "Let's see if you know how to play dead."

With that he kicked Wildmutt in the face before letting out a punch that sent her skidding across the pavement. Barry winced wanting to tell her to snap out of it but that would give his location away to the Circus Freaks.

Wildmutt quickly got up but instead of attacking immediately like she always did with the bad guys, she hid behind a metal beam that supported a tower, giving a slight whine.

Needless to say Zombozo was dumbfounded. "This isn't a mad dog, it's a scaredy cat." He said looking at his henchmen as if they were idiots.

The Circus Trio looked just as dumbfounded not sure what just happened themselves before Zombozo sighed a bit annoyed at being interrupted for this.

"Bring the curtain down on this little sideshow."

Barry couldn't watch as what happened next followed the show with Acid Breath weakening the metal beams before Frightwig and Thumbskull destroyed the other beams that made the tower collapse on Wildmutt.

It surprised Barry by how much he nearly shouted out at seeing that before he quickly covered his mouth. He knew Jen would be fine but seeing that just made him worry.

"Doggy gone." Thumbskull said, laughing at what just happened.

Barry could hear the watch beginning to time out as Zombozo spoke. "Come on we have bigger laughs to get." He said disappearing and the trio followed after him, not seeing the red flash.

Seeing the coast was clear, Barry quickly ran to the tower as Jen pulled herself out, not looking too injured considering that Wildmutt took the hit from that before she collapsed a bit spent due to her fear.

"You alright?" Barry asked holding out a hand to help her up.

"I just had a tower fall on me." Jen commented accepting the help before giving a confused look. "What are you doing here?"

"Wanted to see if you were alright you did leave rather abruptly." Barry pointed out.

"I'm fine." Jen said rather quickly.

"Right and I'm Animo." Barry said with a scoff making Jen frown. "Jen you just cowered in fear, you never do that."

Screw staying out of this, Barry didn't care if she would've faced her fear herself, seeing someone he saw as a friend get a tower dropped on them really made him a bit more blunt.

"I said I'm fine," Jen said wanting him to drop it. "I wasn't cowering. I'm not afraid of anything!"

She went to walk off, but Barry quickly ran to get in front of her.

"That's stupid everyone's scared of something," Barry said deciding not to dance around this. "No one is fearless."

Seeing Jen look down, Barry was thinking that he would have to say that he knew what she was scared of before she sighed. "Promise you won't laugh?"

That surprised Barry who gave a nod.

Jen hesitated, seemingly having second thoughts before saying quickly. "I'mscaredofclowns."

"Slow down." Barry looked a little amused because of how quickly she said that.

"... I'm scared of clowns."

"And?"

"What do you mean 'and'? It's pathetic," Jen said not getting how he didn't see that. "What kind of hero is scared of clowns?!"

"Jen I think anyone would be freaked out by Zombozo, I mean did you see his face?" Barry shuddered a bit. "Instant nightmare material right there."

His attempt at humor worked as Jen cracked a small smile. "So you're not going to laugh?" She asked to be sure.

"I promised I wouldn't, besides being scared of something doesn't make you pathetic it makes you normal," Barry told her as he idly scratched his cheek. "There's no shame in that."

With that said he went to walk back towards the circus. "Barry," Hearing Jen made him stop and look back as she had a relieved look on her face. "Thanks."

"It's what friends do." Barry said with a smile.

He said something like that before when he pushed Gwen out of the way of the mutated parrot.

At the time he just said that because while he would help he didn't really consider them to be friends at the time.

Now? He means it. To both of them.

This whole time despite his resolve after getting the gun he still kept only one foot and the other out the door. No more.

* * *

"Grandpa?" Jen ran towards the laughing Max who sat by himself looking a bit drugged.

The chuckles were really creeping Barry out.

"Grandpa!" Jen quickly shook him as Max gave one last chuckle before focusing a bit.

"Oh Jen. Barry… Where did you two go?"

"Where did we go? Where did the circus go?" Jen asked incredulously with Barry agreeing with her.

He might not know a lot about the circus but he was pretty sure it takes longer to pack up and leave than a few minutes.

"I'm not so sure," Max slurred out looking behind him obviously attempting to focus. "I remember laughing, he was so funny uh."

His head slacked a bit showing his exhaustion which worried Jen.

"Grandpa are you okay?"

"I'm just kind of gloom." Max answered chuckling.

"Then why are you smiling?" Jen asked not expecting that before realizing something was wrong. "Wait, where's Gwen?"

Barry gave a start and nearly cursed at that.

Right, Gwen was one of the people Zombozo took to continue draining their happiness from. What's worse was that he knew it and did nothing.

Yes it could be argued that he left to avoid having that happen to him because he had no idea what he would say if he was affected like how Max is, the last thing he wants is someone like Zombozo knowing about his 'knowledge'-then again the clown wouldn't really know what to do about it.

Still he should've at least tried to do something.

"We should… Go after them." Max said attempting to stand up but Barry intervened this time.

"Max you're obviously drugged by something, I don't think you should be driving with the way you are right now." He said not wanting to have a DUI incident happen.

"Barry is right, you two get to the Rustbucket, I'll go after Gwen." Jen said the Omnitrix still red. "... As soon as I can change again."

"Hold up you're not going by yourself." Barry said wanting to help as Max zoned out a bit. "Help me get Max to the RV and we'll both go after them."

"Barry we can't leave Grandpa by himself." Jen refused, looking at him when she spoke. "I can handle the Circus Freaks."

"And Zombozo?" Barry asked that being what he was worried about.

Jen hesitated before gaining a determined look as the Omnitrix glowed green showing that the recharge was done. "He's just a clown," She said telling herself that. "Please stay with Grandpa."

Opening his mouth to argue some more, Barry bit down what he was going to say, looking at Max who slowly opened his eyes again showing that he seemed a lot more affected than he was in the show.

… Yeah leaving him alone like this was a bad idea.

Turning from Max to Jen who activated the Omnitrix, Barry gave a nod. "Give Zombozo a punch from me." He said with Jen smirking.

"Got it, XLR8 should be able to catch up," Jen went to slam her hand down but Barry quickly grabbed her arm. "Huh?"

"Seriously you're doing this on purpose." Barry muttered just tapping the faceplate to gently push it down and she was XLR8.

"Right, it's kind of a habit at this point," XLR8 said sheepishly before grabbing Max to run him to the Rustbucket, doing the same to Barry a second later as he grabbed his stomach looking slightly sick. "See you soon."

With that said she took off running, kicking dust up before Barry closed the door as Max groaned out, opening his eyes.

"Gwen." He muttered trying to stand back up as XLR8 put him in his bed.

"Easy, Jen is going after them." Barry said hoping Max would stay in bed, thankfully given how his energy seemed to be gone he didn't put up too much of a fight trying to get out.

As Max registered what he was saying, Barry found himself feeling awkward again around the one person besides Paradox that knew he lied.

"Is something bothering you?" Max asked out of it but seeing how awkward Barry looked.

Barry gave a start before sighing. "Why am I still here?"

Max said nothing, just blinking as he waited for him to elaborate.

"You know I lied," Barry looked at him in complete confusion. "I was expecting to be dropped off at the nearest police station, anyone else would've done it, so why?"

"You're not… A bad kid," Max simply said that sentence just confusing Barry while Max just shook his head, trying to focus. "You just made a bad choice is all… You've been a great help here and a good friend to my Granddaughters… I just wish you trusted us with what's happening with you."

As Max said that he went slack, the effects finally knocking him out while Barry stood there guilt-ridden.

"I do trust you guys." Barry whispered to himself.

…

Barry sighed as he was now outside of the rustbucket, the door closed while he messed with his hair.

He currently had the keys because he didn't want to risk Max waking up and trying to go after the others in his condition.

' _They'll be fine._ ' Barry told himself looking up at the stars. ' _Just need to be patient and wait._ '

Waiting for a few more seconds, Barry began to practice the kata's that Gwen showed him.

' _Alright move left-wait no that's not right._ ' Barry groaned as he couldn't remember some of them. ' _Alright how did it go?_ '

"You raise your right arm and kick with your left leg." Paradox's voice made Barry jump as he saw the man nearby, checking his watch.

"Professor?" Barry sounded pretty confused because he really wasn't expecting to see the man today.

"If you're worried about Jennifer you'll be pleased to know that she's handling Zombozo at this very moment." Paradox said with Barry sighing in slight relief.

Then he frowned. "So why are you here?"

While he might view Paradox as a friend-or rather a bit of a mentor considering how often the guy helped him out-he knew the man was too busy for this to be a social visit.

"To answer a few more of your questions," Paradox said making Barry stare in surprise. "And to warn you as well."

"W-Warn me?" Barry asked not understanding that part.

"Eon has managed to narrow down his search to quite a few of the remaining timelines, I've been laying down false trails but he's close to finding out about you," Paradox elaborated making Barry pale a bit. "As such this will be the last time we'll speak for awhile."

"What do you mean the last time?!" Barry asked his voice rising a bit in fear.

Paradox motioned for him to not talk but to listen. "While there are many timelines, Eon has narrowed down his search to the ones that I've been visiting recently thinking that I'm the reason they're being restored, it won't take him long to discover that I've visited this one the most out of all of them, Benjamin's Prime Earth notwithstanding." He told the blonde. "Due to this I'll be laying down more false trails to give you more time to prepare."

"Lovely." Barry whispered, shivering at the thought before shaking his head.

Paradox said he was going to answer some questions and with how busy he is he won't have long. Better ask what he wants to know.

"Back during the Kraken Incident you said that this world was created to counteract the world's disappearing and my presence here helped fix that," Barry said crossing his arms as he leaned against a tree, trying to get comfortable. "How is that possible?"

"A fair question Barry, I will answer that but I need to get a few explanations out of the way for it to make sense," Paradox said with Barry accepting that. "First things first what do you know about Eon?"

"The one in Race Against Time he was an alien that wanted to open a time rift to save his people, but in the show he turned out to be another version of Ben."

"Timelines are always tricky like that, but the one thing that was never explained in your world was that both Eons are one and the same." Paradox said earning a very bewildered look from Barry.

"Excuse me?"

"It's like this do you recall where Eon forced young Benjamin to transform into him in that 'Movie' your world showed?" Paradox asked rhetorically as Barry gave a nod. "The movie showed Benjamin overcoming that transformation and returning to normal but he was tenacious and visited many timelines each one he was much more of a challenge before finally he succeeded."

"That's… Depressing." Barry muttered thinking on that.

"Very, Eon then began to visit other timelines knowing that eventually the body he had would fail, he began to gather other versions of Benjamin to use as insurance for when his body would fail, some of them were used as slaves while others were used as Experiments."

Barry felt some bile in his throat at that thought.

Good lord Eon was more of a sick bastard than he thought possible, he couldn't imagine just how the first Ben he defeated felt when it happened or the others.

Just the thought of Jen going through that made him worry.

"He became so intertwined with Benjamin that he began to believe he was Benjamin leading to the Eon you saw in the show, his defeat after being betrayed by Maltruant cleared his head to remembering who he truly was and he came up with a plan."

Barry didn't need an explanation to see where this was going. "To destroy various timelines."

"By doing that he began to unravel the Multiverse and is close to creating his own world," The wind blew creating a cold chill between the two. "The Multiverse like time acts like a living being and began to fight back to these attacks if you will which resulted in not only this timeline being created but your dimension being connected to this Multiverse."

"Being connected?" Barry jumped onto that one wanting to have the explanation for how it affected his world of all places.

"Curiously enough the changes infected your world to a point where it's no longer connected to its own Multiverse but to this one," Paradox smiled at how Barry looked even more lost. "Think back to every form of fiction in your world, they have their own Multiverse. For example there are many timelines where your Marvel Comics are real along with many timelines where Danny Phantom exists. Your worlds Multiverse was never supposed to connect as doing so would sever its ties with its own Multiverse."

"So many what-ifs," Barry looked down. "Then what does it matter?"

Paradox said nothing as Barry shook his head.

"If whatever we do is countered by another timeline then do our choices even matter?! If by some miracle I do survive Eon then wouldn't there be a split and a timeline where I didn't?!" Barry was pretty close to a breakdown at this point. "That would mean that there's a world where Eon always win."

"Think back to what I said in our last encounter." Paradox said the sudden sentence breaking through Barry's thoughts.

"About not being afraid of change?"

"No although that is important to this as well," Paradox smiled slightly at Barry. "About how the time anomaly that caused your death made you exist outside of time."

"What does that have to do with anything?"

"Because your timeline's multiverse severed its connection when it joined with the Multiverse of this timeline and you existing outside of time you are the only Bartholomew Andrew Jonathan in this Multiverse," Paradox explained dropping that bombshell. "Multiple yous exist within your timelines multiverse only you crossed the barrier when your timeline connected with this one and because you exist outside of time your choices don't create a split path. I can see various what-if's but they all disappear due to the path you choose to take."

On hearing that Barry's eyes widen. "S-So there are no other me's in this multiverse?" He repeated to himself not expecting that.

"Precisely, and due to you being the only you in this timeline's multiverse I was able to bring you here without creating a paradox unlike if I brought Benjamin here to help fix it as with how fragile the timeline is right now that would've made it worse, however this is also a double edge sword."

That didn't sound good. "How?" Barry hesitaintly asked, afraid of the answer.

"It means your choices can either save this timelines multiverse or it'll all be lost if Eon wins."

"... So no pressure." Barry whispered definitely feeling that.

Paradox walked over and placed a hand on Barry's shoulder. "You've already made quite a few amount of choices in this timeline that fixed the other ones, one of the factors were Jennifer's survival," The doctor elaborated. "Think back to when Shaw was going to shoot her as XLR8, you know that never happened in the show you saw right?"

Barry gave a nod.

"That's one of the differences in this timeline, without your intervention he would've aimed and fired with the Omnitrix timing out right before Jennifer would register it, when you bumped into him it made him fire the harpoon earlier then he intended," Paradox smiled when Barry realized what he meant. "Therefore you actually did save her life. Same with the Bounty Hunters with that molotov you made in the Saloon instead of the fight happening in the warehouse."

"So if Jen dies, the timeline is dead?" Barry asked not liking that idea.

"Because she is one of the few people who can someday stand up to Eon but she can't as of yet."

Barry swallowed nervously. "So when would Eon find me?"

"If I may use the show you watched as an explanation it would be Season 4 if you will," Paradox said with Barry giving a nod. "You however will have an important role in the upcoming days before then."

"Wait what?"

"I can't tell you what it is, but you'll face a challenge before Eon shows up one that could destroy you," Paradox revealed not to scare him but to warn him as much as he could. "Think of it like a character arc if you survive, if that makes it easier to understand."

"I'm trying not to think of this like the show." Barry muttered earning a wry smile from Paradox.

"A healthy attitude but hard to put into practice."

It got quiet with Barry digesting all that he learned.

It was very overwhelming.

"I'm afraid I must cut this short, any longer and Eon will definitely find you sooner." Paradox said checking his watch once more. "Jennifer just defeated Zombozo and saved Gwendolyn so you should expect them to be back soon."

Barry gave a nod and turned to see that Paradox was already gone.

* * *

"Nice job, scaring your fear like that." Max said now driving the rustbucket, looking a lot better while Jen was sitting in the passenger seat looking pretty happy.

"Thanks, you feeling alright Grandpa?"

"Happy as a lark." Max said as he felt pretty cold and empty for a bit.

"I know what you mean." Gwen spoke up from the back her attempt at scaring Jen once she learned her fear was pretty useless as Jen just chuckled at the 'clown' mask she had. "It was unnatural to feel like that."

"So how did you overcome your fear?" Max asked curiously as while Jen did say what her problem since they got to the circus was she never said how she beat it besides scaring it away.

"I realized there was something I was more afraid of," Jen answered remembering how decrepit Gwen looked when she got back or how unenergized Max was. "Besides you get past that you realize he's just a clown."

"Well I'm proud of you." Max said smiling at her.

"So where to next?" Gwen looked at Max whose smile got wider.

"New Orleans, there's a museum that is holding an exhibit on the supernatural, we should be there in two hours, the exhibit however starts tomorrow."

Barry blinked before remembering the main supernatural enemy being Hex.

This was… Definitely going to be interesting.

But he kept silent, thinking on everything Paradox just told him.

It was quite the revelation but it also explained quite a lot while also leaving him with so many questions.

What was this challenge he was going to face?

Will he overcome it?

Why did this timelines multiverse become so intertwined with him?

... When the time comes will he be strong enough to face Eon when the man has clearly won against those with an Omnitrix?

Closing his eyes, Barry nearly let out a whine, barely stopping himself because he didn't want the others to worry as he opened his eyes. When Eon does come chances are his true origins will be revealed. That part scared him the most because if the others find out at the wrong time then it could have severe consequences from what he was told in the beginning. But he can't keep it from them forever. When was the right time to tell them?

' _When the time comes... Please don't hate me._ ' Barry thought looking at the Tennyson's who haven't noticed his silence this time as they were engrossed in talking about the Museum.

 _ **To Be Continued…**_

 _ **Not much action in this chapter, it was more of an explanation one if I'm being honest, Barry finally learned a lot more of what was going on with the explanation from Paradox while Jen faced her fear against Zombozo. Plus this will be the last we'll see of Paradox for a bit or hear of the 'gumball' that Barry has for a bit-it will be important later on I promise that.**_

 _ **Then we have confirmation on when Eon will show up, Season 4 and the explanation of Eon is actually influenced from a fan comic crossover I read. It's called Five Years Later with Danny Phantom and Ben Tennyson teaming up-it's very good if you want to read it. The whole multiverse spiel however is an explanation I came up with-or I hope I did someone else could've done the same thing for all I know.**_

 _ **Now the poll is finished and taken down, the powers that Barry will get will be… Shadow Manipulation, it had around 42 votes with the Symbiote Suit coming in second with 38 votes and Superspeed was in third with 29 Votes. He won't get the powers until maybe third season, it's a part of the 'challenge' he'll be facing if you catch my drift.**_

 _ **Next up you noticed I skipped an episode, the one where Ben didn't want to hit a girl as Four Arms and the result was Max ending up in the Hospital? Well like I said earlier, I figured Jen wouldn't have that problem given how she was a girl.**_

 _ **Finally looking back over the story I noticed that Barry hasn't made that much of a friendship with Gwen, that being my fault with how I've been typing the story, I'll try to fix it soon, promise.**_

 _ **Now let's get the Reviews answered.**_

 _ **Rexfan1333: Thank you and he might once the timeline has been repaired enough that his presence won't create a paradox.**_

 _ **Mr. Jack Joke: It's no problem, I love typing this story-once I get it rolling due to how at times I have to think a lot, especially with alternate timelines and causality involved, it gives me a headache at times due to trying to adapt it to the story in a way to make sense.**_

 _ **rmarcano321: Yeah, that's actually how I got the idea of doing a female ben story-originally it wasn't going to be a SI, just follow Jen's story but eventually I decided to throw Barry into the mix and the story began to write itself. I can see Barry being the 'unfazed everyday man' in the beginning but he will be getting his own powers in this story. Yeah the idea of a giant sea monster in a lake scares the hell out of me. Having the Limax in the Omnitrix should shake some things up a bit, Jen will turn into it soon, after Cannonbolt is unlocked that is. As for Kraab and Sixsix? … I actually didn't think of it at the time so that's my bad. Although I think that maybe their armor could prevent it. Good call on Buzzshock, it's been a long time since I saw the episode with Dr. Viktor so I didn't think about that. Yes kids can be cruel, Jen didn't mean to make it sound like that but it can be taken in many ways in what a person meant.**_

 _ **GentlestCobra2: Thank you.**_

 _ **Thunrandy: No Chakra, but Shadow Manipulation is quite the interesting superpower in its own right.**_

 _ **Guest-Questioner: Thank you and this story will only be the original, although the sequel could take place in Alien Force, only time will tell. I know what you mean about the Kyle 10 story, I read a lot of it when it first came out, I was 15 at the time and didn't start writing until two years later although I didn't post much do to how much I sucked at it in the beginning, reading the story now I can barely understand what's going on myself anymore. I enjoy it but it's not really one I could get into anymore. Still without it I wouldn't have thought of doing a Ben10 SI myself. True on him learning more martial arts but this story takes place in one Summer-two months. Not enough time to truly learn to be useful. In AF he will be much more useful.**_

 _ **In Brightest Day: Perhaps, the two of them would make a frenemy interaction if you will depending on the situation.**_

 _ **Rowan Ren: Thank you and yeah I'll admit that my grammar isn't the best but I'm trying.**_

 _ **Alertpoet91: Thank you.**_

 _ **EdenAngel7: Well even though it scans them I figured they would lock away a bit more until after Cannonbolt because given the failsafe of the Omnitrix with only ten being unlocked I think it's due to it trying to fully calibrate itself to its user's DNA before allowing other forms to be unlocked. As for the Kraken, I didn't take that part into account when I did it because I looked more into it and realized that it only works on 'Sentient' creatures which explains on how Earth Animals like dogs, cats or tigers aren't scanned now that I think about it… But the Kraken was a lot smarter than a normal animal so it could be seen as Sentient given how it let Ben in the show protect Jonas, especially when it kept itself hidden for so long, only going crazy when her eggs were stolen. A bit of both with learning more about tools along with his abilities that will manifest sometime in the series. Thank you for reading the story and I hope I can keep it being unique and interesting.**_


	9. All Down to Luck

_**Disclaimer: I don't own Ben 10, only my OC so please don't sue.**_

 _ **Summary:**_ _ **From death to being pulled from limbo by Prof. Paradox of all people, Barry Jonathan was placed in the world of Ben10 on the night that the Omnitrix landed on earth near Ben-or rather Jen much to his complete shock. With danger all around him will he continue to try and fix the timeline like Paradox asked or will he choose to go back home overtime?**_

 _ **Chapter 09: All Down to Luck**_

Barry quirked a brow at seeing some of the antiques on display, not even paying attention as the tour guide was explaining the stuff on the tour the next night. While these were interesting, he didn't see how they would be in a Museum, especially since currently magic wasn't proven to exist as of yet.

' _Heh when Gwen gets Charmcaster's Spellbook I wonder if I can try to learn some._ ' Barry idly thought before blinking in realization.

Magic exists here… Hell yes he was going to try and learn some.

Feeling someone tapping his shoulder, he turned only to flinch as Jen had some sort of mask on, the girl taking it off with a grin at the successful scare prank while he gave a slight glare.

"Not funny." Barry muttered but there was no heat in his tone leaving for Jen to chuckle as she put the mask back.

… She was lucky none of the employees saw that.

"And behind this impenetrable glass is the recently discovered and only known existence of the Arcana Book of Spells." The tour guide said sounding slightly bored while Gwen leaned in to get a better look.

"It contains ancient witchcraft and rituals from the late 1600's." Gwen said at the same time as the tour guide who gave her a dry look making the young girl smile sheepishly.

"Maybe you should work here, dear." The tour guide said miffed as she continued on.

"Don't let old mummy face get to you, she's probably older than that spell book." Jen said actually attempting to cheer her cousin up before going stiff as if in a coffin with a horrified look on her face.

That worked with Gwen laughing while Barry closed his eyes with a smile.

It's nice to see them finally getting along after two weeks of listening to them argue.

He went to add to that only to feel the ground shake making him frown as Jen and Gwen looked around in worry, the former reaching for the Omnitrix out of habit.

Here they go-oh crap he's levitating!

Barry flailed his limbs right before he was stuck to the ceiling with everyone else.

"Something tells me this isn't on the tour." Max managed to say as he tried to move.

"... I think I'm no longer scared of heights." Barry couldn't help but comment given how this was nothing compared to the National Monument.

That made Gwen turn her head to look at him as she was next to him on one side. "How many things are you scared of?" She asked given how he seemed to always have a phobia.

"Do you want the list alphabetically or numerically?" Barry returned dryly.

Red smoke came through the window interrupting the banter is it formed Hex giving Barry a look at the main supernatural enemy of this world.

The man wore a reddish black dress that had a cloak making him look like a nomad, black pants, with black bandages around his feet and hands, a skull tattooed on his face, carrying a staff and wearing a necklace with five mystical charms on them.

He looks pretty cool if Barry was being honest.

"The Arcana Book of Spells, all of its power will soon be mine." Hex said with a smirk, basically saying what his plan was because he was arrogant to believe that no one could stop him.

… He kind of had a point given how everyone was stuck to the ceiling.

"Huh a power hungry villain where have we heard that one before?" Barry asked looking to his other side to Jen who was trying to reach the Omnitrix as the man broke the impenetrable glass with magic.

"You said it now would be a good time to go-." Jen began only for Hex to spin around and let the spell holding everyone drop making them fall.

Despite knowing that Jen would come through, Barry's heart leapt into his throat at them falling as there was no way they would survive a fall from this height before there was a flash of green light with Jen turning into XLR8.

Not wasting any time as she ran with everyone falling slower, XLR8 ran towards the nearby banner on the wall and pulled it out, trying it to something in time for people to land on it as they slid off, this act slowing them down enough to where they would survive.

"Everyone out." XLR8 warned with the civilians screaming while Hex paused and looked at her in surprise, no doubt not expecting this.

"Jen be careful, who knows what other tricks he has up his sleeves." Max warned pushing for Gwen and Barry to move.

"What sleeves?" Barry couldn't help but ask showing he's been getting pretty snarky lately.

"If you want a book try the Library." XLR8 taunted Hex who waved his staff as one of the charms glowed with fire blasting from his staff, hitting the banner.

Seeing the fire actually move towards her was enough for XLR8 to run towards the wall, running up it as it collided into the wall right when Hex shot some crystals at her from his staff.

' _This guy is definitely putting up more of a fight than past bad guys._ ' XLR8 thought remembering the other fights she's been in. ' _And he's keeping up with XLR8 pretty well, I'll need to end this quickly._ '

Given how much experience she gained with using XLR8 she was getting used to how quickly she could think and plan as time slowed down even more before she rushed at Hex only to be surprised that the man was keeping up pretty well with one of his charms glowing.

' _Don't tell me one of those rocks can counter my speed-. My eyes!_ ' XLR8 cut herself off when a flash of light blinded her enough as she ran past Hex, sliding into the wall with a grunt of pain.

As Hex looked towards her with contempt, three green trash cans slammed into his back, knocking him to one knee before he turned to glare at the ones responsible being Max, Gwen and Barry.

"Guess we got his attention." Gwen said looking nervous with Max slowly backing up.

"Kind of wish we hadn't."

Not wanting to be silent, Barry just shrugged. "I regret nothing." He said happy to have been able to do something even if it just annoyed the bad guy.

In response to that Hex just made them fly back with a motion.

That was all the distraction that XLR8 needed as she slammed into him and ran circles around the magician, creating a twister where she threw punch after punch before slamming Hex into the ground creating a crater as he laid unconscious.

"Another one bites the dust." Barry said with a grin, Gwen now quirking a brow at him.

"What's with you today?"

"I have no clue." Barry lied looking slightly nervous.

Truth be told he was getting even more used to these insane situations that his dry humor and reference making that he did back home was showing itself again.

… Wow he's going to be an adrenaline junkie by the time he gets home isn't he?

Off to the side he could see the luck charm and quickly moved to grab it.

If he could hide this then they might be able to avoid Hex coming at them again, especially without the whole Lucky Girl spiel because while it was cool to see Gwen have her own episode in the show he didn't want to see another round with Hex given how easily the guy would've dominated the fight if they didn't distract him for XLR8 to take him down-.

XLR8 managed to beat him to grabbing it with Barry silently cursing before he then thought about the other charms.

"Considering those were glowing should we remove the other ones?" Barry asked bringing their attention to them.

"Not a bad idea Barry." Max said pulling them off of Hex before looking at XLR8 who was still holding the luck one. "And nice job Jen."

"Just doing what I do best and doing it low-key." XLR8 said with a smile.

* * *

"Low-key huh?" Barry asked as XLR8 was basking in the spotlight for once being cheered for because of what she did instead of running away because of the watch.

"Who's your hero?" XLR8 asked with the crowd cheering some more.

"And here I thought her head couldn't get any bigger." Gwen agreed with her arms crossed with some jealousy on her face. "We helped too."

' _Right this adventure is Gwen's time to shine._ ' Barry thought before realizing that while did he did make a friendship with both Gwen and Jen these last few days he's been hanging out with Jen because of how each adventure had her at the center of it. ' _Okay now I'm feeling guilty._ '

…

Jen had a smile on her face looking over the various souvenir's she got along with the pictures of her adventures in the box, now adding the charms from Hex while Barry was honestly curious in how this would change things up considering that they took all of them instead of one.

Was Hex powerless now or was it only when the charms are destroyed?

"All I'm saying is that you didn't save the day all by yourself." Gwen said in a bit of a rant with Jen looking at her in surprise given how she's been doing this since they left. "I helped saved your butt from that creep but does anyone notice me?"

"This seems familiar." Barry muttered thinking back to Washington.

"Oh shut it." Gwen muttered not wanting to hear that.

"Being a hero isn't about getting attention." Jen said with a shrug already learning that one.

Gwen just threw her hands up. "Who's your hero?!" She asked with Jen now looking sheepish. "Not about attention huh?"

"I noticed you Gwen." Max said as he drove.

"We're related it doesn't count." Gwen muttered to herself.

"Then hear it from me," Barry said given how he wasn't related to any of them. "You definitely showed yourself as a hero."

"No offence but you guys threw a trash can at the guy." Jen pointed out before Gwen could respond to Barry.

"If we didn't, Hex would've finished you off." Barry said with a roll of his eyes.

"No he wou-... Hex?" Jen asked looking at Barry who tensed.

Oh come on, he really needs to stop slipping up.

"It's been awhile since I came up with a name for something so I figured I could name a bad guy." Barry said really not looking forward to them finding out that Hex was the guys actual name.

Perhaps he could play it off like he was kidding about using the name?

As he thought that, he subtly glanced at Max who has yet to speak with him about their short conversation while Jen save Gwen from Zombozo. Perhaps the older Tennyson decided to let Barry tell it in his own time or perhaps there was something else?

"My point is that your only a hero because of that stupid watch that you found," Gwen said making Jen wince as she looked at it in thought. "If I found it I would've been the one getting the attention and cool souvenirs, heck Barry could've found it too if it didn't happen to land in front of you."

With that said, Gwen looked out the window, not wanting to say anything else while Jen looked from the Omnitrix towards her cousin with a contemplating look before she smiled and pulled one of the charms out of the box.

"Here."

That caught Gwen's attention who looked at Jen in surprise. "Wait, really?"

She honestly wasn't expecting for Jen to give her one of the Souvenirs.

"Yeah, I have plenty of Souvenirs and given how the last few days have been I'm sure to get more," Jen said with a friendly grin. "So I don't mind giving it to you."

Gwen slowly accepted the charm while Max smiled, glancing at them through the mirror while slowing at a stop light. "Gwen what do you say?"

"... You know this doesn't change the fact that you're just plain lucky but thanks."

"Your welcome," Jen said with Gwen moving to get some string to turn the charm into a necklace before the heroine looked towards Barry who leaned back, turning to look out the window because of some of the sights. "What about you Barry? You want something?"

That made Barry blink in surprise because he honestly wasn't expecting that at all.

But he shook his head. "Nah I'm good." He said not wanting any of the charms given how they were more trouble than they're worth.

Though perhaps he should try and get a souvenir at a latter date, so he would have something to look back on when he's home again-.

Barry barely threw his hands up to catch a charm as Jen just tossed one towards him. "Come on don't be like that." Jen said with a grin.

Not wanting to be rude despite now being uncomfortable, Barry gave a nod. "Thanks." He said not sure which Charm he was given.

Which meant he didn't know what power it had.

But he could keep it hidden so if Hex does still have his magic he would be able to prevent him from using the Arcana Book of Spells.

Though he will admit to being curious in seeing how having powers, even one from a Charm was like.

* * *

Hex slowly opened his eyes in the Ambulance, confused by how he still felt some slight pain when the Charm of Resurrection should've healed him before they widened in realization as he couldn't feel the energy from any of his charms making him snarl, surprising the Paramedic who was with him.

Immediately his staff appeared next to him blasting the Paramedic back as he freed himself from his constraints. Though he is weakened without the the Charms he is far from powerless.

He'll find whoever stole his charms and he'll make them pay dearly for their transgression. But first he's taking the book.

* * *

' _Huh, crawfish is delicious._ ' Barry couldn't help but think as he sat with the others.

He never really tried it back home as he resisted the urge to chuckle.

This whole trip was a series of firsts for him.

First time through Washington DC, first life or death situation, first giant robot, first alien sighting and now first time eating Crawfish.

"I've been counting, you had eleven Crawfish to my nine." Gwen said her charm giving a slight glow with Barry wondering how Jen didn't notice that as she grinned.

"Time to make it an even dozen." She said not surrendering with Barry leaning back.

He was fine after seven and besides he had no desire to get involved when luck would literally be against everyone but Gwen at this moment.

It played out just like the show with Gwen smacking the fork away, sending it flying, no one noticed the pointed end going poking a waitresses foot making her cry out in pain as her movement sent a glass flying.

This was like something out of an old cartoon with the domino effect, Barry not paying anymore attention to the fight, something Max noticed so he looked towards where Barry was watching, his eyes widening at seeing this 'random' turn of events.

The glass surprisingly didn't break as it spun on the lights before shooting into the kitchen and a second later a tray of live crawdads came flying out, the bowl landing on Jen's head right before she could eat the cooked one, Gwen grabbing it while Jen was occupied.

"There," Gwen said eating it. "Now I'm full."

"B-But-," Jen looked befuddled by what just happened as she tried to find an explanation before one of the live crawdad's crawled up her nose. "Wyah?!"

Barry covered his mouth to stifle a chuckle while Gwen and Max laughed as well.

Seeing something like this was pretty funny but he didn't want to tease his friend too much before seeing Gwen finally noticed how her charm was glowing.

* * *

Hex sat cross legged as he looked through the book, floating in the air to see if there would be any spells that would be useful in countering that speed creature should he encounter it again.

It was child's play to steal this without any interference this time but now he was back to square one without his charms.

Muttering a few words, Hex let his staff levitate sideways before it spun in a circle, pointing in a direction that made him smirk.

Though it won't lead him directly to his charms it'll lead him to their vicinity to help his search.

* * *

"You know in all of my years of traveling I have never seen a crawdad crawl up someone's nose," Max commented, still laughing about what happened at the restaurant while Jen had her arms crossed a little annoyed but taking it in good humor before he rubbed her head. "Until today that is."

"Glad I could make your day Grandpa." Jen said halfheartedly.

"Hey looking back at tonight you'll be laughing with everyone else after awhile." Barry said with a grin his hands behind his head as they walked.

Jen wasn't so sure about that but Gwen spoke up. "Still thanks again for this charm, I feel like I should get you something to." She said looking around before she ran towards a hot dog cart.

While surprised, Jen gave a slight smile as she was still a bit hungry.

"It's nice to see that this trip is bringing you two closer together." Max said happy to have his granddaughters getting along better.

' _Surviving death and villains can do that to a person._ ' Barry thought to himself, feeling like he was forgetting something-.

"Help! They stole my purse!" An old woman shouted catching their attention as three purse snatchers were running towards them only for Max to get in the way.

"That's far enough punks."

The ringleader gave a chuckle. "Who's going to stop us Gramps, you?" He asked pulling out a pipe that he seemed to carry with him.

"Him and his close friend Diamondhead." Jen muttered ducking behind the Hot Dog Cart.

Barry however was quirking a brow, surprised that these guys didn't pull out a knife or a gun.

Sure this world was based off of a cartoon but seriously?

"Hey that's a nice necklace you've got there little girl." The guy said with every intention of stealing it.

"Seriously work already it's green for crying out loud." Jen muttered to herself trying to get the Omnitrix to let her change while Max got in front of Gwen protectively.

Barry frowned and looked around before grabbing the Mustard. "Excuse me may I borrow this?" He asked the stunned Vendor. "Thanks."

With that said he turned and managed to spray it in the guys face making him cry out as it got in his eyes.

' _Huh in my world it wouldn't work that well._ ' Barry noted not seeing Gwen's charm now glowing right when Jen got in front of her, the watch now working but she ended up making Gwen stumble into a guy on a unicycle who was juggling. ' _When did that guy get there?_ '

Jen just stared dumbfounded as the guy fell off of his Unicycle with it flying towards the ringleader of the punks who was unable to dodge it due to the mustard in his eyes, making him crash into his friend while the pins ended up hitting the Vendor making him stumble as the cart flew forward hitting the other guy into the wall.

"Did that really just happen?" Jen asked as the buff punk who was knocked down by the ringleader went to get up only for a flower pot to fall from the nearby building to land on his head, finishing him off.

"Cool." Gwen breathed looking down at her charm, seeing it glowing now putting together what was going on.

"This little girl is a hero officer." The elderly woman who had her purse stated when the police showed up with Gwen a bit surprised at being called that.

Barry found it a bit odd that he wasn't in on that since he did technically blind someone with mustard but figured it had something to do with the Luck Charm.

' _Why didn't mine go off?_ ' Barry thought placing a hand in his pocket only to wince as he felt a bit of a shock. ' _Damn static electricity-wait a minute._ '

Slowly Barry brought his hand up only to see a spark or two between his fingers, his eyes widening in realization.

Electrokinesis. That was the Charm he had.

… Cool.

* * *

Barry will admit that he had a bit of fun practicing these new electricity powers while the others were asleep, making sure to sneak away a bit from the Rust Bucket with a few empty soda cans from the recycle bin they had in there.

After an hour or two of practicing he found that he could fire electric shots like Cole MacGrath from Infamous or use the electricity to control the cans like Magnetism.

"I guess I can put a shock to someone's system." Barry quipped thinking back on a certain cartoon he watched growing up.

"Really?" A voice asked making Barry jump as he turned to see Gwen nearby. "Did you really have to make a pun out of that?"

"G-Gwen what are you doing here?" Barry asked surprised that he was followed again after sneaking out.

… He should really work on his stealth.

"Woke up when you left," Gwen stated not saying that her charm glowed when he did. "Then I remembered that Jen gave you a charm too so I was curious in what you got."

Barry coughed a bit embarrassed.

"Electricity huh? That's pretty cool," Gwen commented to him as Barry pulled the charm out of his pocket. "I think luck is cooler though."

"Luck?" Barry played it off like he didn't know before he snapped his fingers. "That actually explains a lot about today."

Gwen quirked a brow because she thought something was off when Barry did that, but shrugged it off for now. "So practicing your powers?"

"Uh well… I wanted to see what they were like." Barry said feeling like a child with his hand in a cookie jar.

Who could blame him? He was able to shoot electricity from his hands-well as long as he had the charm but still it was like a comic book fantasy here.

That was when he noticed something off about Gwen.

She wasn't wearing her usual clothes or pajamas.

It was a black skin tight suit with black gloves, boots and a purple sash.

She was dressed as Lucky Girl without the mask.

"What's with the outfit?" Barry asked surprised that she was wearing it before her debut.

"It's my superhero outfit, Jen's no longer the only one with abilities," Gwen said with a grin as she held up a black and purple cat-like mask. "What do you think of the name Lucky Girl?"

' _I could try to talk her out of this, sure she has luck on her side but it can only work for so long and we have Hex to worry about._ ' Barry thought to himself as Gwen was waiting for his answer. ' _Or perhaps I should let it play out. She does an alright job of being a hero though she doesn't do it for the right reasons at first._ '

In the show she did it to show up Ben a bit and for the fun of being a hero.

"Hey why don't you wear something too?" Gwen asked with Barry blinking. "We could call you Sparky."

"... This is why you don't give out names to bad guys or Jen's forms." Barry deadpanned refusing to be called that, even if he were to put on a costume and be a hero.

Though he won't deny that his first time being a kid he had a bit of a fantasy in being a hero, but he grew out of it because he knew how dangerous it could be.

"Then what would you call yourself?" Gwen asked a bit miffed at what he said.

Thinking a bit, Barry wondered if he could get away using Static or Electro in this world if he did decide to be a hero while he had this charm.

He also considered Feedback, but decided not to because that was a pretty cool alien of Ben's from the show and he didn't want to take that name in case Jen had it.

"... How about Impulse?" Barry tried taking the name of a DC comic Speedster finding it fitting a bit.

Plus he does tend to be impulsive so it works.

"Alright Impulse now we need to get you a new look." Gwen said liking the name.

Barry hesitated before giving a nod.

Knowing Gwen she would do this no matter what he said… Might as well live out the hero fantasy while he could while also ensuring that Gwen didn't get in over her head… Hopefully Jen will save his butt if he got in over his head along with her.

* * *

Barry hummed to himself, messing around as he had a soda can spinning around in the air the next morning while Gwen was bouncing a basketball by herself, the two ended up staying up all night with her helping Barry find a 'costume'.

… He ended up feeling like a Ken Doll during it though.

Still they found a good look after a few tries and Barry wasn't even tired as with this charm the electricity works as energy. He could use it to energize himself by being near an electrical outlet, something Gwen complained about being unfair.

Bouncing the ball once more, Gwen threw it over her shoulder right when Jen came out as it sailed past the hoop, landing on another RV where it rebounded off the antenna to roll onto a power line until it was right over the hoop when it fell through with a 'swoosh'.

Barry made sure to stop using the magnetic properties of his charm when Jen came out as she picked up the ball a bit surprised. "Nothing but the bottom of the net again." Gwen bragged.

"We're definitely not playing horse," Jen commented unsure of how to take that. "How?"

"What can I say? I'm charmed." Gwen said with a shrug, holding up the charm with Jen's eyes widening a bit putting part of it together. "This one seems to allow things to go my way while Barry has something else entirely."

That made Jen turn towards Barry who sighed as he began to make the soda can levitate a bit with electricity. "Shocking isn't it?"

"The only thing shocking is the puns you've been doing." Gwen muttered looking from him to Jen. "I think your pun making rubbed off on him."

"Hey." Jen said a bit insulted by that but also a bit hurt that neither of them trusted her with the secret when they knew about the Omnitrix.

Their conversation was interrupted when Max came out with a smile. "Nothing like a good night's sleep," He said greeting them with Barry quickly ceasing the magnetism. "Who wants breakfast?"

Screams could be heard making them all look up to see a construction zone nearby with the lift they were using going sideways due to one of the ropes breaking with Jen quickly activating the Omnitrix.

"It's Hero Time." She said with Gwen smirking.

"That it is." She took off running with Barry sighing as he followed.

That made Jen and Max exchange glances, both of them unsure of what was going on but they shrugged it off as Jen lightly pressed the Omnitrix getting the alien she wanted as Four Arms stood there.

As she ran off to help the people on the lift, Max heard someone cry out for help to see that one of the metal beams landed on a car trapping the person inside as the engine began to catch fire.

Hearing the footsteps behind him, Max glanced back about to have the two kids take cover while he tried to help the person only to stare a bit surprised at their outfits.

Standing next to Gwen in her Lucky Girl Outfit, Barry wore a black hoodie that was unzipped to show a blue shirt that had a hastily drawn lightning bolt on it with fingerless gloves and sunglasses and boots.

He took some… Inspiration from Static Shock on this one he'll admit but it was also the best he could do with what they had.

"Gwen? Barry?"

"It's Lucky Girl and Impulse, Grandpa." Gwen commented as she ran ahead with Max attempting to stop her. "Impulse you mind getting the beam?"

"On it LG." Barry commented, shortening her name up focusing as electricity began to form around the beam, though he was straining when he had it lift up. ' _Okay yeah definitely need to practice more._ '

How did Static end up lifting all of those cars the day he got his powers?

Max just stared before shaking his head to help get the guy out, making a note to question this later.

While that was going on, Gwen saw the large round pipe and a plan formed in her mind as she moved towards one of the cement trucks that was near the pipe and got in her charm glowing hitting the brake release to make it slam into the pipe and have it fall towards the right place.

Four Arms was almost to the two workers who were hanging on before she heard Barry shout. "Look out!"

"Huh?" She turned only for the pipe to slam into her knocking her completely off the building.

Much to her surprise however the front end of a bulldozer managed to catch her before she could land inside of the cement truck. "Got ya Four Arms." Barry said with a grin with electricity sparking from his hands.

He was unprepared for the sour look that Four Arms had however while the two people in danger used the pipe to slide down.

Slowly he placed the bulldozer down to allow Four Arms to get out, backing up a bit.

"How did you pull off this amazing rescue?" Barry paused and turned to see Gwen talking to a News Crew that just arrived with some cameras flashing on her and even him.

"Impulse and I did it with style of course," Gwen said with a grin before waving at the camera. "Who's your hero?!"

"... Okay that sounds very familiar." Barry muttered looking back but he saw Four Arms just walking away.

' _This might be bad._ '

* * *

Hex narrowed his eyes as he spent most of the day looking for his charms before seeing the News at a nearby TV store showcasing two costumed individuals rescuing some idiots.

While he would normally scoff at that, the charm around this young girl's neck drew his attention as she called herself Lucky Girl for the camera while it switched to show the young man called Impulse using electrokinesis to lift the metal beam off the vehicle.

It would seem that he found out where two of his charms were that were being wasted with pointless endeavors.

And that would mean that the other three would be nearby.

* * *

Jen just looked at the mask that Gwen had while thinking of how it all went sideways that day while Gwen was doing research and Barry was looking through the fridge for a soda.

Then she thought of how she almost ended up in a cement truck.

' _If they didn't get involved I would've handled it just fine._ ' Jen thought with a frown.

She didn't need any help when she was Four Arms, they just complicated things.

"Soda for your thoughts?" Barry asked curiously holding a Pepsi can out as he had a Root Beer.

That question made Jen look at him as his 'Impulse' costume was draped over a chair behind him before she looked away stubbornly.

Barry looked surprised by that but he didn't push when Gwen spoke up. "I cross-checked the Arcana Book of Spells from the Museum with dark magical charms and look it's from a set called the Charms of Bezel," She said earning everyone's attention. "Mine is luck while Barry's is electrokinesis, there's also one for fire, levitation and reincarnation."

"So we practically took all of the powers from this freaky guy at the Museum when XLR8 kicked his butt." Jen said with an impressed look at all of the different abilities.

"That means we did good in taking them." Barry said with a grin, opening his Root Beer to take a sip, happy that he thought about doing that.

"What's more is that all five charms are needed to make the spells in the book stronger which explains what he wanted with the book," Gwen explained showing they just prevented something huge just by being there. "Oh well his loss is our gain."

"I'm afraid more like was, we need to turn those charms into the museum." Max said with Gwen frowning.

"No fair, you let Jen keep the Omnitrix." Gwen pointed out while Jen looked a little smug.

Barry however reached down an gripped the charm a bit protectively.

Even if it was for a short while he really enjoyed having the charm.

It was an actual way of protecting himself.

"That's because we can't get the Omnitrix off of Jen, but the charm we can." Max explained his reasoning as if it wasn't for the fact that the watch was stuck on Jen he would've had it removed long ago.

Jen's smug look turned into surprise at that.

"But the world needs someone with the powers of Lucky Girl." Gwen said as she didn't want to lose that now that she had it.

"It wasn't even you it was that charm." Jen said with her arms crossed making Gwen glare.

"I could say the same about you and that watch."

"Back me up Barry." Both of them said with Barry taking a step back, surprise by that last part.

Why would his opinion matter in this-oh right he has a charm too so Gwen thought he would take her side while he hung out more with Jen which makes it look like he would take her side instead of Gwen's.

"Uh how about we all just calm down," Barry said his hands in the air in a placating gesture taking a few more steps back, not wanting to make a choice between his two friends. "Before we say something we'll regret."

"I don't need to calm down!" Both of them said with Barry feeling a little intimidated before the two were glaring at each other again.

"You're just jealous," Gwen said with Jen's eyes widening. "What's wrong can't take having another hero around?"

"T-That's not it." Jen protested but everyone noticed her stutter.

Barry blinked in surprise because with all of the changes he forgot that there was a slight chance that Jen would be a little jealous because up to now she was the only one with abilities.

It's not that hard to see why she would be annoyed by the two of them trying to be heroes even if his reason was to make sure Gwen didn't get in over her head.

Their argument was interrupted when the TV went off with Barry beginning to call it 'Plot Convenience News'.

" _ **And on News of the Weird, reports say that the city's famed Haunted Mystery Mansion has come alive trapping dozen of citizens inside.**_ "

"Grandpa!" Both Jen and Gwen called out, their argument done with as he gave a nod.

"On it."

But Barry could tell from how they looked at each other that this argument was far from over.

* * *

It didn't take too long to reach the Haunted Mansion as Jen ran out of the RV, ready to change into a hero when Gwen jumped out as Lucky Girl. "Back off, Impulse and I will handle this." She said with Barry dressed up too, but he didn't take off after Gwen.

Jen gritted her teeth. "I'm the real hero here." She said chasing after her while Barry groaned.

"Or how about all three of us handle this?" He suggested though his question was ignored as he and Max shared an exasperated look before taking off after them.

Making it inside with some people escaping through the door, everyone stared as there were other people looking to fall with them panicking.

"We have a plan?" Barry asked hesitantly not wanting to try and use the electricity to pick someone up as while it worked in Static he had no clue if it would work here.

He'd rather not try it and accidentally fry someone.

"Everyone calm down, we'll get you out." Gwen said looking from them to Barry. "Come on."

As she took off, Barry groaned. "Don't run ahead!" He called out before pausing at seeing Hex who was on the second floor away from the civilians. "Bad Guy dead ahead!"

"Leave him to me." Jen said not willing to back down from Gwen's challenge.

"Kick his butt." Barry said showing that he was willing to work with everyone rather than this stupid pissing contest the two seemed to be having as he looked for anything metal to use his electricity on while wood was flying everywhere, Gwen ducking and weaving with her charm going off.

Max stepped in when someone fell, catching her as one of the pillars gave way with Barry cursing before realizing that it had some metal on it, so he shot electricity at it to keep it steady while Jen used the Omnitrix to turn into-.

"Upgrade?! You're in a wooden house why did you turn into him?!" Barry was baffled by the choice before seeing her firing a beam at Hex, then quickly snaking her body around a return blast from the sorcerer using the fluid motion that Galvanic Mechamoprhs were known for. "... Never mind."

He should probably stop trying to ask about her choices when he has to focus on his own.

Still using her luck charm, Gwen made it to the people and lead them to safety which was in the hallway near the banister before it gave out leading for her to quickly jump off of the side, sliding down the pillar that Barry was supporting before she saw what Upgrade was doing.

"Hey I told you to stay out of this!" She said taking off after them.

"... They really need to get their priorities straight." Barry deadpanned to Max who gave a nod of agreement before Hex used magic to teleported away from the fight as Gwen reached Upgrade and reappeared behind Barry making him pale. "Oh come on-."

He was cut off as Hex grabbed him and teleported away, thinking he would go down the easiest given how the watch girl had the most experience and he wanted to catch the girl with the luck charm off guard.

"Barry!" Everyone shouted as he was gone, the pillar now falling over without anyone keeping it up, Max barely diving out of the way of being crushed.

Her charm still glowing, Gwen dodged and weaved with the debris now falling due to the lack of the pillar before the charm actually powered down and she lost her footing before Upgrade snaked around Gwen to pull her out of the way.

"You okay?" Upgrade asked, letting Gwen go.

"I h-... Yeah." Gwen cut herself off from saying she had it, looking at the charm.

She was almost crushed there.

Luck can only work for so long.

"This is why I wanted to turn those charms into the museum," Max said seeing that Gwen got it. "But we can worry about that later, we need to find where he took Barry."

Upgrade looked around before blasting a door open. "They can't have gone far," She said ready to search. "He's most likely after the charms so he needs the luck one."

They quickly moved down the hallway with Upgrade's body lighting up the room when Gwen spoke up. "Hey Jen, sorry about earlier." She said trying to get her charm to work.

Upgrade's eye moved to glance her way as she kept moving. "What was with you anyways?" She asked curiously. "You usually tell me not to do anything like what you and Barry were doing."

"I was-," Gwen hesitated for a slight second before sighing. "I was annoyed at how you acted like a glory hog."

"I don't act like a glory hog," Upgrade defended herself only for Gwen to give her a quirked brow. "... Okay maybe a little bit."

"Since you got that watch you've always saved the day and got the cool souvenirs while I end up being kidnapped or useless," Gwen admitted, not meeting anyone's eyes as she thought about the incident with Zombozo and how Jen had to save her. "I guess I just wanted to be the one doing the saving for once, but instead I screwed up."

"You didn't screw up Gwen," Max stopped to place a hand on her shoulder. "No one could've predicted this."

Upgrade kept quiet as she never realized how her being a hero would make the people around her feel like they can't do anything. She never meant to make anyone feel like that.

Did Barry feel like that too and that's why he did this with Gwen?

"Remember when I first turned into Wildmutt?" Upgrade asked earning a surprised look from Gwen who nodded. "Didn't you save me then? Along with how you and Barry helped with that Crab mercenary back in Slaterville?"

Gwen's confused look turned to realization as she thought about that given how she smacked the robot with a shovel to save her cousin and the makeshift Molotov she and Barry created.

"You also help out a lot with getting information like with Animo and Jonah," Max pointed out to her. "There are many ways to save the day, most people just don't realize it."

Their conversation was interrupted as they came to a den of some sort that had multiple doorways.

"Oh great which way?" Upgrade asked in annoyance right when the beeping began and she turned back to normal. "Seriously?!"

"There's no telling which way they could be or if he's still here." Max brought up but Gwen quickly pointed something out.

"When we were on our way here I did look up the Haunted Mystery Mansion, rumors point to there being a secret underground passage to this place." Gwen said earning surprised looks while she walked around, the charm now activating as she tripped, placing her hand on a nearby bust to keep from falling over.

The bust's head came up to show a button making Jen chuckle. "They really made something like this?" She asked seeing this in plenty of cartoons while Gwen pushed it to open a secret passage.

"Nice going Gwen." Max praised, now walking towards the secret passage as he pulled out a flashlight that he decided to bring with him.

Chances were that Barry was taken down there given how it was the luck charm that led Gwen towards it, it was a bit of a stretch but they had no other leads at the moment.

Jen checked the watch to see that it was charging as they walked down there before turning towards Gwen. "So you ready for a fight Lucky Girl?"

That question in itself made Gwen look at Jen in shock. "Really?" She asked not expecting that from her cousin.

"We're a team right?" Jen held up the Omnitrix with a grin that Gwen copied.

* * *

Barry swallowed nervously as he was hanging upside down with Hex in his face with them being in some sort of underground cavern where he could see a few snakes along with bones and cobwebs. "Tell me where the other three charms are." He ordered already holding the electrokinesis charm rendering Barry powerless.

Now being scared out of his mind, but used to these insane situations, Barry did one thing to calm down.

Be an asshole-something he hasn't done since his first childhood.

"Please I'm begging you, for the love of God," Barry said with a strained, disgusted face as he turned away. "Brush your teeth."

Hex narrowed his eyes at the child, his staff glowing a bit. "I don't have patience for your little jokes child-."

"That would require you having a brain," Barry interrupted before grinning nervously at the murderous glare. "Then again that's an insult to anyone who doesn't have a brain-."

Hex cut him off by slamming him into the wall.

… Yeah piss off the magical bad guy who makes it impossible for him to move, real smart.

Coughing a bit, Barry continued. "Man whoever told you to be yourself gave you the worst advice possible."

Okay he should probably stop with the insults before he gets himself killed.

"I have had it with your insults." Hex told him darkly.

"Oh no I'm not insulting you Hex, I'm just describing you." Barry said slowly. "But I don't have the time or the crayons to explain it."

He's going to die again isn't he?

That looked to be the case as the electrokinesis charm began to glow but Hex paused. "How do you know my name child?"

… Crap.

"Wait, that's your name?" Barry asked making a show of widening his eyes. "I just called you that because of the whole magic thing you do."

Just as long as he doesn't mention Charmcaster he's good.

Hex gave him a cautious look, not sure if he was being truthful or not.

Barry fidgeted a bit. "So cool name," He tried before he felt the grip on him tighten. "Oh come on, I was actually complimenting you."

Hex was about to make a retort when he heard what sounded like buzzing before a stream of pukish green liquid slammed into him rendering the magic holding Barry void and dropping the charm he took with Barry grabbing it right as Stinkfly flew in, holding Gwen. "You alright?" Stinkfly asked with Barry pocketing the charm.

"Yeah… Turns out his name is actually Hex."

"For real?" Stinkfly asked in surprise before they had to move as a stone coffin nearly slammed into them right as Hex glared lividly.

"I've had it with you children-." Hex called out only for a rock to slam into his knee making him grip it in a mixture of pain and surprise while Gwen already had a second rock in her hand.

"We're just getting started Hex." Gwen said throwing the second one, her charm glowing as it nailed him in the forehead, distracting him long enough for Barry to blast some electricity at him.

Hex threw up a shield in time though, absorbing the electricity.

"Where's Max?" Barry couldn't help but ask with Hex now firing magic bolts at them, the three having to take cover.

Stinkfly and Gwen just grinned. "You'll see."

Needless to say that just confused Barry before Gwen got on Stinkfly's back while she grabbed Barry and took off flying past Hex, spinning to dodge another bolt.

Barry burped feeling nauseous. "Oh I forgot how much I disliked flying." He muttered to himself, Stinkfly looking back with two of her eyes to fire stink goo at Hex who was blasting them away before Barry gasped. "Wall!"

Seeing that Stinkfly just shot some acid stink goo making it melt to show that it lead to another part of the catacombs where they could see an exit leading to a cemetery as they flew out.

Hex was right behind them only to grimace at a bright light making him look left to see the Rustbucket heading right for him. Though he put up a shield it didn't stop the vehicle from sending him flying, destroying a few gravestones in the process.

"Nice job Grandpa!" Gwen said with a grin as the plan went off great.

"Wait you planned that?!" Barry asked wondering how.

"We found the exit first and Grandpa went to get the Rustbucket while we looked for you." Stinkfly bragged only for Hex to blast the debris off of him as he was livid.

"... He's all yours." Barry said a bit fearfully right as Hex used his staff to send some red mist out towards some gargoyles. ' _Oh crap this I remember._ '

Except unlike the cartoon he used three huge ones and Barry was worried considering how Jen wasn't Four Arms at this moment.

"So uh does anyone have a plan?" Gwen asked a bit nervously as they were stone so Barry's electricity wouldn't work and she wasn't so sure on how luck would work out.

"Simple I'll melt them." Stinkfly went to say only for the watch to choose that moment to time out. "... Seriously?"

"Jen I think that watch is trying to get you killed." Barry deadpanned hating the timing of that right before they screamed as the gargoyles lunged at them before the Rustbucket slammed into them.

"Get in!" Max ordered the three of them listening.

As Hex glared his eyes widened at sensing the other three charms inside of that vehicle. "Stop them!" He ordered with the Gargoyles now chasing the speeding Rustbucket.

' _Well I did want to change things up._ ' Barry thought to himself wondering if he should've just left well enough alone instead of trying to prevent this. ' _Then again there is one thing I know we can do._ '

But he has to admit, Max was a very impressive driver the way he turned, the RV skidding across the road to where he had to drive backwards to get away from the Gargoyles that were really gaining on them.

Max was a few seconds away from pressing some special buttons on the Rustbucket when Barry spoke up.

"He's only after us because of the charms so perhaps we should destroy them." Barry suggested knowing it was possible from the show while Gwen looked unsure.

"But we won't have our powers."

"Better that then him getting the charms back with that book," Barry said already taking his off. "Besides we never needed powers before so why start?"

Gwen hesitated but gave a nod knowing that was probably for the best.

"Are you guys sure?" Jen asked, surprised by their choice.

To give up their abilities?

… Would she be able to do the same with the Omnitrix?

Moving to gather the other three charms, Gwen and Barry placed their respective ones down next to them. "So how do we destroy them?" Gwen asked unsure of what to do.

"Let's try crushing them… Is there a shovel or anything around here?" Barry asked in a bit of a joking tone before Jen went to the beds and pulled an aluminum baseball bat out from underneath it. "That works too, I guess."

Why was this the first time he was seeing the baseball bat? Wait-why did that matter?

There was a loud thud as something heavy landed on the roof of the RV before it was torn open to reveal one of the Gargoyles with Hex on it whose eyes widened as he saw what they were doing. "Stop-!" He went to say only for Gwen to take the baseball bat and slam it into the charms destroying them. "You fools! Do you realize what you've done?!"

No sooner did he say that did a magical backlash erupted from the destroyed charms, the effects knocked, Jen, Barry and Gwen back, making Max jerk as the Rustbucket crashed into a tree with Hex being flung from the roof, rolling on the road while the backlash destroyed the gargoyles.

Coughing as he pushed the airbags that erupted down, Max shook his head. "Is everyone alright?"

"That depends, why are there three of you?" Barry muttered shaking his head while Jen and Gwen pushed themselves up, the former grinning as the watch was ready before they saw Hex outside of the window pushing himself up with a murderous look. "Oh that's not good."

"Nothing a little Heat won't fix." Jen said setting the Omnitrix to Heatblast only to slam it and she ended up turning into Diamondhead. "... Right don't slam it but I can totally work with this."

Barry's palm met his face rather loudly at that given how Jen was doing so well with not doing that earlier.

"What? It's habit." Diamondhead defended before she got ready and jumped out of the hole in the roof right as Hex launched a magic bolt only for Diamondhead to send it flying back right into Hex and he was down. "... Seriously?"

"That was too easy." Gwen agreed while Barry narrowed his eyes before realization dawned.

Right he was still injured from the fight against XLR8 because they took all of the charms, including the healing one. So he went down because of a combination of all of the injuries he received. And he's been using magic without the charms powering him up so it must've tired him out a lot faster due to being so used to having them.

Thinking on that, it was really no surprise that it ended like this.

* * *

Once the police picked Hex up with Max driving the fixed RV-Jen using Upgrade to fix it after waiting for a bit, it was understandable at how exhausted they were with Max looking for a quiet place to park so they could get some sleep.

"You know you three make a pretty good team." Max commented, keeping his eyes on the road.

"Made, now that our powers are history." Gwen lamented with a hand on her cheek.

"Hey you guys did the right thing," Jen commented, reading a comic. "Without those charms no one can use that book of spells to its full effect."

"Or at all, I doubt that there's any other magic users out there." Barry said with a shrug despite knowing fully well that wasn't the case along with the fact that eventually the charms will make a comeback.

"Besides the book is being shipped out to be locked down." Max said as he pulled a few strings to do so, but played it off like that would be common knowledge. "It's too dangerous to keep out in the open given what happened."

"Yeah… So Jen now that you're back to being the only hero how about just one favor?" Gwen suggested with Jen looking a little suspicious while Barry refrained from grinning as he knew what was coming.

"What?"

"How about admitting that maybe we did a good job?" Gwen asked referring how Jen unintentionally put them down earlier by saying all they did was throw a trash can.

Jen's eyes widened as she sat up a bit straighter looking from Gwen to Barry, the latter shrugging showing that he didn't mind it before she sighed.

"Gwen. Barry. You guys did a good job." She admitted without any trouble. "There, happy?"

"Totally." Gwen said with Jen laughing.

"Good, cause I'm never saying it again."

"Something tells me that you won't have to." Barry pointed out earning a confused look from Jen before Gwen pulled out a tape recorder making her tense.

Looking from the tape recorder to Gwen, Jen hesitated. "Please tell me that you didn't."

Instead of answering, Gwen hit play. " _ **Gwen. Barry. You guys did a good job.**_ "

Jen groaned as she leaned back with Gwen rewinding it to play again laughing at how she managed to prank her cousin.

Shaking his head at that, Barry leaned back with his hands behind his head feeling pretty happy.

He survived yet another bad guy, sure his attempts to change stuff made things a bit worse but he actually got to live out his old childhood fantasy of being a Superhero for a little bit.

With a yawn, Barry closed his eyes to get some sleep hoping to be ready for whatever else would come.

 _ **To Be Continued…**_

 _ **I am so sorry for the lateness on this story's next chapter, it was a bit hard to type this one with the changes as I gave Barry a charm like Gwen, also I had trouble trying to type Hex a bit. Still Barry showed a bit more personality given how he mocked Hex to hide his fear-I did hint that he was kind of an asshole growing up the first time that part just shined a bit more in this chapter.**_

 _ **Then there was Barry living an old fantasy that I know a lot of people had as a kid-don't lie you probably dreamed about being a superhero as a kid before you grew out of it.**_

 _ **Alright I won't take up too much time, I'll answer the reviews but first I want to advertise a story that I've been typing, it's a Pokemon one taking place in the Mystery Dungeon universe called 'Team Phoenix: Explorers of the Sky' so if you're interested give it a shot, if not then thanks anyways.**_

 _ **Piemaster981: Yeah I was thinking that one would win too before the Shadow Manipulation made a huge comeback.**_

 _ **KRPrime: Thanks, just hearing that the characters were well constructed makes writing this story a lot more fun, though I always run the fear that I would mess it up with each chapter but that's a small thing in regards to everything else. I look forward to the future one as well though I think that one was the beginning of the third season so it won't appear for awhile.**_

 _ **GentlestCobra2: Thanks and I am so sorry for the long wait.**_

 _ **Kamen Rider Prime: I honestly didn't think about that, perhaps in some aspects but not all of them, I'll have to do some research to see which ones he should be able to do with what I have planned for his powers to work.**_

 _ **Guest-Questioner: Thank you, I'm hoping that I'll eventually make it to those series too because this story has been so much fun to type. If I do Omniverse a lot would be changed because I was so disappointed that they got rid of the character development that Ben made in Ultimate Alien. Yeah I'll agree that while this was inspired by Kyle 10 even I found it a bit hard to read-when I first read it I was barely in High School and I didn't really do any typing until my senior year so I didn't really recognize quality all that much so at first I enjoyed it but rereading it now I wonder how I even got through it in the first place. That's not to say that the guy was a horrible writer. Yeah it did have a shaky start-the beginning is always the toughest for me in any story so thank you and I hope this story continues to be a good SI.**_

 _ **Rmarcano321: Yeah I'll have to reread the Five Years Later comic in case I missed an update, they weren't finished the last time I checked and I felt with Eon he would find Barry eventually and what better time then near the end of the OG Ben 10 cartoon. Barry's almost done with the first season anyways. Those are some interesting tidbits that I didn't even know with Animo and how Last Laugh was quite the phobia chapter which really works if you think about it. Idk about adding OC aliens to the watch, it depends on how I really feel about them but there's quite a lot of choices already along with the actual species in the show that I could add so why would I need to add OC aliens?**_

 _ **Alertpoet91: Thank you.**_

 _ **EdenAngel7: Exactly, due to the time manipulation effects Shadows work very well even if time is frozen making it the perfect ability for Barry. Sorry but the Time Dilation would be way too OP, even if it's dialed back due to age. Good point about the whole sentient/animal idea with the Omnitrix along with Eunice. I still need to work out a lot of kinks in this idea apparently.**_

 _ **Mr. Jack joke: Heheh yeah so is time travel, it's usually better to go with it at times but it makes for a fun story when a person tries with it.**_

 _ **Dr. Equinox: Thanks, writing about the different timelines is so much fun-even if it can get a little confusing at times when trying to get it to make sense. Happy to see the character interaction/development is still going strong though if you ask me I think it's a bit wonky in this chapter.**_

 _ **Mario986: Yeah it would've made sense but the poll was there because of the many choices presented and Shadow Manipulation makes sense as well given how shadows mesh with time.**_

 _ **DocMcDuck: … Crap that's a good point I didn't think that far ahead, kind of stupid as I'm only focusing on the OG series for now with some ideas for AF and UA, but I forgot to think of what to do with Eon when he appears in the cartoon. And yes Shadow Manipulation is one of the most interesting abilities out there, especially when you think of how its used like with Ebon from Static Shock.**_

 _ **Guest4: Yeah it would make it too weird if Kevin was made a girl as well, it would make it seem like I'm setting up a harem when that's the last thing I want to do and Season 4 is the last few episodes of the Original Ben 10 series before Alien Force.**_

 _ **Ryudai: Thanks and sorry for the wait, this chapter was a bit troubling to type out.**_

 _ **RandomDude: Haha thanks it means a lot to hear that and sorry for having this only have 9 chapters with it being stretched out for 2 years but I like taking my time with these chapters to ensure the quality is good even if half the time I think that I could've done better-it's a tic of mine. Huh having Barry be a young Paradox? That would've made quite a twist but sadly that isn't the case with this. And yeah I was surprised by how well this Self-Insert was doing given how I wasn't expecting it to kick off so well… Then again a lot of my stories are like that now that I think about it. I don't know about the shipping part as of yet-perhaps when we finally do reach Alien Force but I guess I could hint at it in this story when I get to the point-in truth I thought about GB Kai as well to add to the story a bit more and to throw Barry through a loop again but I'm still on the fence about doing that. It's fine you're not pushy and I want to try to get the chapters for this story out soon but I don't want to ruin this story by rushing them either. Plus I can't force it because I usually type whatever I feel like it which was what makes this fun for me though that makes keeping a schedule hard.**_

 _ **10101019101101: Thanks.**_

 _ **Guest5: No problem.**_

 _ **Skarloeyisyoung: I was wondering what you were doing at first but now I realized that you were just listing the first appearance of the transformations, thank you.**_

 _ **Fa: Sorry for the wait, I hate making people wait but it gets hard to type, especially for three of those months I couldn't type anything no matter how hard I tried.**_

 _ **Jnwosu100: Thank you and sorry for the wait, I want to see this to the end as well.**_


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